Ben 10: Omnitrix Last Stand
by PaulXion
Summary: Benjamin and Gwendolyn are going out to face the galaxy's greatest force, but even together they cannot hope of victory. They must seek out allies from far and near to face against this menace and in the end, our heroes will have to pay the ultimate price
1. Episode Summaries

**Ben 10 Episodes summaries**

Episode 1: Team Spirit

Summary: Ben is now playing a basketball game against the toughest team in the entire city, the Bellwood Bees. With him around, victory was assured. But what happens when Charmcaster comes in and becomes the co-coach of their opponent's team? Something is up and it's up to the deadly trio to find out what!

Episode 2: Blast From The Future

Summary: In an attempt to stop Dr. Animo from ruining the world, Kenneth Tennyson has been accidentally sent from the future and into Ben's time line! What will happen when future father meets his own flesh and blood? Will it help the past Ben or cause nothing but trouble?

Episode 3: A Worthy Opponent (Main Story)

Summary: After defeating Vilgax's invading force for the twentieth time, Benjamin Tennyson gets too overconfident and thinks that he is invincible. But soon, Vilgax enlists the aid of Raze, the deadliest assassin in the entire galaxy, and he will become an opponent not even Ben, Gwen or Grandpa Max can handle. Will there be a way to stop him or will Vilgax finally triumph?

Episode 4: So Not A Tennyson!

Summary: After a battle against a group of armed thugs, Ben suddenly gets amnesia and becomes the perfect kid the Tennyson will ever know. Gwen loves the new and thoughtless Ben because he loves to study and doesn't tease her anymore. Max also likes the new Ben because he can do practically anything in camp. Will the family help bring the boy's memory back or will they keep the new and improved Ben Tennyson?

Episode 5: A Middle Aged Rumble!

Summary: A medieval festival has come to the city of Bellwood and Ben and Gwen are part of it. While both of them are dressed in wonderful costumes, they soon found out that they are partners for a dance! After trying to find a way out of this situation, the Forever Knights, led by the Forever King (Driscoll) comes in to retrieve the sword Excalibur which is supposedly buried right beneath the castle. Unable to fight the Forever Knight army that aided the search, Ben calls up two ex-wrestling partners to help him even up the odds. But will they be able to stop the Forever Knights from completing their plan?

Episode 6: The Coopanator (Main Story)

Summary: Ben and Gwen were supposed to have a normal day. Go to school, get lunch and go home. But then suddenly, Cooper moves into town and is now attending Madison Elementary along with Ben. After hearing their heroic exploits, Cooper wants to join them in their fight against evil. Will the Tennysons let the boy join the team or will they just let him join in for the ride. In the midst of the confusion, Dr. Animo raises an army of mutant chimeras to lay siege on Bellwood.

Episode 7: The Show Must Go On!

Summary: Gwen enters the talent show in her school to earn her some reputation around schoo. So she decided to use her magic to impress the judges. But everything went wrong when Hex reappeared in his ten year old self and steal her powers for his own. Ben, Gwen, Max and Cooper must stop the old yet young warlock from causing havoc and return the girl's powers back to her.

Episode 8: The Queen of Salume (Part 1) (Main Story)

Summary: A group of space Amazonians elite hunters arrived on earth via special portal created by their gods. They have been charged with one mission alone, to find and test the Tennyson in battle. But little did Ben know that they weren't exactly looking for him. They actually came for Gwen... but why?

Episode 9: The Queen of Salume (Part 2) (Main Story)

Summary: Secret...

Episode 10: The Queen of Salume (Part 3) (Main Story)

Summary: Secret...


	2. Prologue

Prologue: A Different Kind of Beginning

**Prologue: A Different Kind of Beginning**

Ben Tennyson, the wielder of the Omnitrix, the mysterious weapon of the galaxy, was strolling down the city of Bellwood after finishing school at the Madison Elementary. He was expecting his father to pick him up from school but as usual, his work seemed to have piled up and he had to stay at the office so that he could finish up. The boy yawned out loud as he crossed through the overpass that led to the inner part of the city.

The boy had just defeated the Negative 10 a couple of weeks ago and was now proud to officially call himself a true hero. Everyone in town knew who he was and his ability to turn into many of those alien forms. The students in school worshipped him as a hero, and bullies would now cower in fear as he passed through the hallways. Teachers and faculties of the school also treated him with respect but for those who were secretly undercover as Plumbers, still treated him mildly the same.

Ben had to admit that he loved all the attention he was getting from everyone. He had been asked by many of the girls to go out with them to pizza parlors and movies that he wouldn't be able to find time for himself, and he loved every last one of them. The citizens of the city also showed the boy respect and treated him like a hero too. Wherever he passed by, the criminals and evil doers would immediately go into hiding as they knew that they stood no chance against one with his kinds of talents. Those who believed in his powers would definitely avoid him, and those who didn't believe in the rumors of the boy's alien powers had to sometimes find out the hard way.

Yes… this looked like the golden time for the Tennysons.

But just as the boy was passing through one of his favorite shortcuts to his house, a sudden voice caught his attention. "Hey Benjamin!" the boy turned around and noticed a fruit seller on the street, "Here kid, have one on me" the old lady threw in a good tasty looking apple which he caught professionally. Ben didn't recognize the lady but then again… he didn't really recognize anyone anymore. A lot of people have been giving him gifts like clothes and food and sometimes he would find cool new toys and games stuffed in his locker.

The people who did this were probably those he had saved when he was in his alien forms. A lot of people wanted to show how grateful they were to his heroic efforts so they had to hide it through his locker.

Ben didn't really mind all the gifts, but he just hoped that they could just send it to his house rather than leaving it in his school locker. It was hard bringing all those stuff back home from school, especially the big toys. But there also times when he would find big gifts through small packages. One time, when he opened up his most hated history text book, he found two 'all you can eat meal' coupons for his favorite fast food joint The Pizza Parlor.

After thinking about all the things he had been given, Ben knew that being a hero was going to be a lot more fun than he thought it would be.

But just when the boy was about to take another turn through his favorite shortcut, another voice rung up behind him, making him jerk his head back. "Hey Ben" it was none other than Maxwell, his one and only favorite grandpa. "Grandpa!" Ben greeted back with a small hug, "What are you doing here? I thought you went on your fishing trip up town"

The old man let out a chuckle, "Heh, I was supposed to go there, but I kind of forgot a few things back here" he gestured to the box he was carrying on his arm, "I knew you'd be taking your favorite shortcut back home. Are your parents busy at work again?" the boy nodded back in reply, "Yeah… dad says that the gas line company are keeping him to watch the pressure valves and mom's probably booked in her studies again"

"Hehehe… well what did you expect from the parents of the great hero Ben Tennyson?" the old man joked, "Come on, I'll drive you home" they quickly entered the old RV which was amply named the Rust Bucket, by Max. "Oh by the way. Where's your cousin? I was kinda hoping to see her with you"

"Aunt Lily came to pick her up when school ended" Ben answered, "She said something about going to the library to return some books that she borrowed"

Max understood that Gwen had gotten her bookworm trait from her mother's side of the family and knew how long they would be spending their time in the library, "Heh… I guess it does run in the family" he remarked before moving to the driver's seat. "So what new toys did you get from school today?" he asked the young hero who comfortably sat at the side of the vehicle. "I heard from your dad, that you've been getting a lot of new things from school"

"Yeah!" the boy replied excitingly, "Ever since everyone knows that I'm a hero, school's been awesome!" Ben was actually quite surprised to hear himself say those words. A year ago, if he said that phrase out loud, some people might actually think that he had gone insane. "Gee… I never thought I'd actually get to say that" He never liked school until the new semester started this year. "Oh yeah gramps, I got two tickets to the movies tomorrow afternoon, wanna come with?"

But the old man had to respectfully decline, "Sorry Ben, but you know I'm not into those fantasy stories on the silver screen. Why don't you ask your cousin? I'm sure she'll love to go to the movies"

But the thought of bringing his own cousin to the movies seemed to sicken the boy, "Why would I wanna take my geeky cousin to one of the best movies in Hollywood history? She probably won't even like Brain Aliens"

"Brain Aliens?" Max questioned curiously of the movie title. "What's that?"

Seeing that his old man wasn't keeping up with today's hip Ben decided to explain, "It's a story about an alien that crashed landed in San Francisco" he began, "It took over this kid's mind and began eating everyone's brains in school! And everyone it ate turns into a mindless zombie under his complete control. And so this bunch of kids that were in suspension comes in and whack the aliens all the way out!"

Max shivered on the strange things that kids have been watching nowadays. He had battled aliens before but never had he seen one of them eat the human brain. In fact, he believed that the brain was probably the last thing any alien would eat. Sure, the human skin and bones were tasty for the most barbaric of creatures, but chewing on the brain was just unimaginable even for him.

"Well… why don't you try asking her?" Max recommended, "I know that she doesn't show it, but she really cares for you Ben. And if she doesn't than maybe you can invite one of your friends instead? I'm sure anyone of your friends would love to watch… that… movie" Ben would've already agreed in a heartbeat. But just as he thought of his friends… he couldn't seem to conjure up a name. Sure he had friends… but not like THOSE kinds of friends. Back when he was still Ben, he never even had one person in school that he could even call a friend.

"Y… yeah… I guess you're right" he replied after awhile. The boy's face seemed rather disheartened of the knowledge that he didn't have any true friends.

"Well, we're coming up on downtown" Max notified him without even looking at his way, "Hey, wanna buy a little take out? My treat" That alone was probably enough to brighten the boy's day.

**(Bellwood public library)**

Gwen Tennyson, the number one student of Madison Elementary and the captain of the swim team was scrolling through shelves of the city's main library looking for a specific book to read for tonight. Not only was she excellent in everything in school, but she was also the number one athlete in the female gym classes.

Don't let her appearance fool you though. She may look small and a wee bit of a weakling, but that orange clad red head knows how kick extraterrestrial butt in more than 150 ways than you can ever imagine. She can cast fireballs out of her hands, move objects with her mind and can even make the toughest bully cry like a baby.

A few months ago, she was probably considered to be a girl with a great future, but now… after it was revealed that she had similar mysterious powers like Benjamin, she practically became a celebrity to the whole city. By the time everything began to settle down, she received numerous high-school and college recommendations complete with scholarship and master degrees from around the world. She was quite happy to have her future secured tightly and it seemed like she made her parents even more proud of her now that she was a heroine. At first they didn't really know how to cope with all the attention they were getting from the neighbors, but after awhile, they became used to it.

"Gwen" came her mother's voice, "Come on honey, we've got to head back home soon. Your father is making grilled fish tonight"

"Sure thing mom" the red head replied, "Just let me get this last one" she quickly used her magic to get the book that was placed five levels above her and brought it down to her small stack of books to be borrowed. "Alright let's see…" she said to herself before checking the books she was borrowing, "Math books, biology books, chemistry books, algebra, trigonometry… and geology. Ok, I think that'll be all" she quickly approach the librarian of the place and placed her stack on the check-out slot. "Here Ms. Gregger. These are the books I'll be borrowing for the week"

The librarian was nearly shocked with all the books she was borrowing. She knew that the girl was a book worm, but the books she was borrowing were mostly used for high schoolers and college students. "Why Gwendolyn" she remarked, "This sure is a lot of books you're taking with you. Do you think you'll be able to read all of them in just seven days?"

"You won't know until you try" she replied with her same old smile. As the last book was finally checked out according to regulation, Gwen immediately left the library so that she wouldn't draw too much attention from the other readers. Her face had become quite known for awhile now due to the posters that were put up all around town.

When both her and her mother boarded the car, she immediately began reading one of her borrowed books to get a head start on things.

"Honey, you know you're not allowed to read in the car" Lily warned her.

But Gwen simply waved it off, "Don't worry mom, I've been doing this ever since I rode onto grandpa's RV. It never bothered me before"

"But don't you think you're still a bit young to be thinking about your future?" her mother reasoned hoping to let her daughter experience her childhood to the max. "Why don't you do something other than reading this weekend? I heard there's a good movie in the theaters today"

"You mean that Brain Aliens?" she clarified with a slight huff sound, "Mom, I battle aliens too you know. Those movies are just a bunch of nonsense riff-raft"

"Well then, why don't you spend some time with your cousin Ben? You could use the time to bond with each other"

"I already spent the whole summer bonding with him" she replied sarcastically, "How much more time do you want us to bond?" Lily really had to resist an urge to say 'Too-shay' but her daughter did have a point though. The aliens in those movies could never compare to the real deal she had faced for the pass few weeks and she had already spent three months with her cousin and even after all the danger they've been through, their relationship didn't seem to have change one bit.

**(Tennyson residence)**

After a couple of hours later, the Rust Bucket soon made its way back to the Tennyson's residence. The place was quiet enough for Ben's family to live in. He didn't have to worry about the press or the paparazzi since the place was kind of isolated from the rest of the city. "Thanks for the lift grandpa" the boy thanked before exiting the car with his backpack.

"Any time sport" the old man replied, "Send my regards to your parents when they come home. And don't use the Omnitrix unless there's an emergency… understand?"

"Yeah yeah yeah… I wish I had a nickel every time I heard that line" Ben remarked with a groan. After their farewells were said, Grandpa Max soon drove out leaving nothing but a trail of dust behind him. The Rust bucket might not look much but it certainly has its own unique abilities hidden under its hood.

As Ben once again approached his own house, he quickly pulled out the key that was hidden beneath the flower pot and unlocked the front door. From there, he was immediately tackled by his dog Willow which was always glad to see the boy return safe and sound. "Whoa! Hey there boy!" Ben said through laughs as his pet dog continuously licked his face, "Ok, down boy ahahaha!" after finally getting Willow off him and dusting the dirt off his favorite shirt, Ben quickly made himself at home.

His house was a two storied building with nine large rooms connected together with a stairway and two hallways. There were three bathrooms in the house. One was on the first floor and two more on the second floor. The living room was of course connected to the dining room and beyond that you would have the kitchen and the laundry room. Ben's room was on the second floor and was probably the smallest room in the entire house other than the latrine of course. His parent's room was located on the opposite side of his room and had a larger amount of space too. The final room in the house was something that mother called, the meditation room. Only his parents use that room to do yoga and other spiritual stuff so it didn't really interest the boy at all.

With all the lights still dim and off, Ben knew right away that his parents weren't home yet. They always seemed to be busy with work nowadays that the only time he actually gets to see them would be breakfast and dinner time. "Well… I guess it's just you and me again Willow" the boy said to his dog as it did the puppy dog pout. "Hehehehe… alright, I guess you could have one piece. But don't tell mom I did it ok?" Willow immediately let out a happy bark as it wagged its tail happily to its master. Ben then went to the kitchen and picked out the dog's favorite treat which was apparently a steak flavored candy bone.

After drinking a glass of water from the fridge, Ben decided to watch TV while waiting for his parent's eventual return. There weren't really anything on and the late night shows were nothing special. He flipped the channels with his remote over and over again but still nothing interesting came up. "No… no way… not a chance… seen it… have it… threw it…" he remembered all the movies and shows that he had already watched and somehow recorded it in his mind, "Man… isn't there anything good on TV nowadays?!" he was probably trying to say that to the producers in the media center who were busy trying to come up with new shows.

Once he gave up on the television to quench his thirst for entertainment, he decided to move on to his video game consoles, but even that did not even wet his appetite. He had already completed all the games he had in his house. His completed Sumo Slammer 5 just recently and has already completed every bonus it had to offer. Ben was an expert gamer that much anyone could tell. His fingers moved with such speed and precision that it would've made the professionals look like newbies.

After removing himself from his gaming materials, Ben again found himself in the living room spending the beginning of his weekend doing absolutely nothing. He was not one who would give up to boredom and boredom was not something he was going to linger on. Every second of every holiday must count at least for something.

However… just when he was finally getting to relax on his sofa, Willow began to bark again, which quickly caught the boy's attention. "What is it boy?" Ben's eyes nearly widened out when he noticed that his little pet dog was holding something on its mouth. "Hey… these are the two movie tickets I got today" the mutt must've run its nose through his backpack when he wasn't looking.

"_I know that she doesn't show it… but she really does care about you Ben…"_ Max's words echoed in the boy's subconscious as if wanting him to do something really stupid.

As the boy starred blindly at the tickets he had on his hands, he unconsciously walked towards the phone that had been neatly placed on the table. A simply reach of the phone and a quick dial was all that it would take to contact Gwen. He knew that he could've just asked his other schoolmates to come. He was certain that none of them would object. Heck, he even has a few cell phone numbers from some of the cheerleader squad. He could just ask them and they wouldn't even consider of declining.

So why was he going to call his cousin? She probably didn't even like sci-fi horror movies and if she didn't, the ticket would go into a complete waste.

Ben's mind was now in conflict with each other. Ok… say that if he did call her… what would he say? 'Hey Gwen, wanna come to movies with me tomorrow afternoon?' no that would just be like asking a person out to a date. 'Hey Gwen, I got this extra ticket to the movies because I'm such a great hero. So you wanna come with?' hell no! That's just plain childish and snobby.

Even with such rage and confusion building up inside of him, Ben soon made up his mind, "Alright! I'll do it!" he picked up the phone which seemed to weight a lot heavier than it used to. After dialing the familiar number he heard the phone on the other line ringing up.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Gwen and her mother Lily Tennyson had just returned home after a grueling experience from the library. While her mother carried some of groceries into the house, Gwen simply used her magic to carry all of her things while not even once taking her eyes off the book she was reading.

When Frank, Gwen's father opened up the door to greet them, he was amazed on how many books he had brought with her, "Whoa! I expected to see a few books, but I never thought I'd actually get to see the whole library floating in front of me" he half joked as he approach his wife, "Good day sweetie"

"Good day to you honey" they gave each other a peck on the cheek before returning inside.

"So I'm guessing, Gwen borrowed all those books again?" Frank noted to which Lily nodded back in reply, "Yup, I think she might even hit a new record today. (to Gwen) Gwen, don't forget to bring your books in your room. I'm not cleaning up that mess like last time"

"Yes mom…" the girl replied back as she levitated her borrowed books into her room.

Once the girl was out of ears way, Lily immediately let out a sigh, "I don't know how we're going to put up with her. She's worrying too much about her own future"

"She must've gotten it from your side of the family" Frank gestured to his wife which made her blush slightly, "And what's that supposed to mean?" she returned with a slightly sharp glare. But Frank laughed at her seriousness, "Oh nothing. It just reminded me of a girl I dated back in college ahehehe" and soon the phone rang up.

"I'll get it" Lily then answered the phone on the wall, "Hello; this is the Tennyson's residence. Lily Tennyson speaking (chatter chatters) Oh hi there Benjamin. This is quite a…… a surprise. You've never called us before (chatter) Oh ok. One moment please" she then poked her head out of the kitchen to call for her daughter, "Gwen, your cousin Ben is on the phone!"

It was obviously a surprise for Ben to be calling her place, but it was probably even a bigger surprise when he was asking for her! There was no way that Ben would be calling her just to have an ordinary chitchat so it had to be important. After dropping her books down on her bed, she moved to her cordless phone on the second floor. "I got it here mom" she answered back before turning to the phone, "Hello? Ben?"

"Hey Gwen" the boy greeted back, a little unsure on how to respond to all of this.

"Is something wrong?" Gwen was worried that something bad might've happened.

"No it's nothing important really…" he replied casually, "I was wondering… um… are you… ah…"

"Yeah?"

"Are you busy tomorrow afternoon?" he asked finally, "I got two free tickets to the movie Brain Aliens and I didn't want to waste the ticket. I asked some of my friends but they were busy" he probably lied in that last sentence, but it was still a good excuse.

To be honest, Gwen was quite surprised to hear Ben offered her out. She didn't really know what to say or what to even think to say. She immediately dropped the book she was reading and got her attention on the phone right away. Her heart was thumping hard and she didn't even know that she was already blushing. "What? You? Want to take me… to one of the famous movies in Hollywood? What's the catch?"

"Nothing" he replied almost immediately, "Just thought that… you know… You… with all that books and all. Anyway… are you in or what?" he was trying to avoid the question and be direct.

To say the least, Gwen was quite surprise on how easily he dodged the question. He must've done that a lot of times when the teacher asks him a question during class. She stuttered and began to fumble in her words, "Well… I do have a lot of homework this weekend and I have to attend the school track team club later… so I'm not sure if…"

"She'll definitely go Ben" came Lily's voice which surprised both of them.

"Mom!?" Gwen shouted surprised, "Mom, are you eves dropping on us?!"

"Sorry sweetie, it was just too hard to resist" she replied with a chuckle. On the background you can hear Frank laughing softly to himself, "But I promise she'll be there Ben. Just tell me what time and I'll drive her there tomorrow"

"Really? Uh… sure. The movie starts at one in the afternoon" Ben didn't hesitate at all to take advantage of the situation. A mother's reply was as good as Gwen's reply any day. "See ya then, bye"

"Hey wait a minute!" Gwen found this to be unfair since it was her parents who decided her fate, but she was too late since Ben already hung up. "Mom!!"

**(The next day)**

A day later, Gwen and her family were now on their favorite family car driving off to the rendezvous point that Ben agreed upon. "Ugh… I can't believe I'm going to spend my weekend with my dweeby cousin!" Gwen groaned as she crossed her arms together. She was angry for two reasons. One she was going to spend the whole Saturday with Ben, secondly, her mother demanded that she didn't bring any of her books with her. She was going to spend her time relaxing and chilling and that is what her mother intends her to do.

"Oh don't be such a goblin Gwen" Lily said soothingly to her, "I'm sure you'll have plenty of good time with your cousin. He's a part of the family so it's only natural that you bond with him"

"Besides, what better way to spend the weekends with a great movie?" her father added with a smirk, "Come on now. I thought you and Ben would get along after spending time together all summer. I'm sure you had some fun"

"If you consider fighting aliens, mutants, monsters, and crazed/deranged psychos fun, then yeah… I guess we did have fun" the parents remembered instantly that their summer wasn't exactly a walk in the park. With all of that fighting and trying to survive against impossible odd, it was hardly considered a summer.

"At least give your cousin a chance Gwen" her mother cooed, "I know he doesn't show it, but he really does care for you sometimes. You just got to see through his thick layer of snob-ness"

"Hey, that's our nephew we're talking about here" Frank shot back.

"Oh come on Frank. He probably got it from your side of the family anyway" the mother countered. And after a few minutes later, they soon arrived at the designated location. The movie theater. "Alright, this must be the place. Now you take care, ok Gwen?"

"Yeah sure…" she replied annoyingly.

"Oh and take this" Frank quickly pulled out a twenty dollar bill from his pocket and handed it to her, "That should be enough for popcorns and drinks. The rest you can use for whatever else you want. Call us when you're done" and with the girl off the car, they immediately drove off to have their own time of fun. But somehow, Frank didn't seem quite convince that it was going to work out, "Are you sure it was a good idea to leave those two alone?"

His wife chuckled, "Come on now Frank. She may be a small girl but remember… she knows how to spell" she was probably referring to the spells she used to beat up monsters and other evil doers. "Besides, if Ben is with her, then I know no one will dare try anything on her" this was probably true since everyone knows Ben Tennyson, the hero.

"Alright, but if they start tearing up downtown, I'm placing you responsible" Frank shot back holding a small grin up his face.

Back at the theater, Gwen kicked out a pebble on the floor as she waited for her cousin to appear. "Stupid mom, stupid dad!" she groaned angrily, "Making me go to this stupid movie with my stupid cousin. (sigh) What's a girl got to do to have the right to choose?"

"What are you blabbering about this time?" came Ben's voice which surprised the girl slightly, "I've been waiting. The movie starts in ten minutes. Come on, I'll buy you soda and popcorn"

"Whoa whoa whoa! Hold the galaxy for a minute there" Gwen shouted, "First you offer me to watch a movie, now you're buying me snacks? What's the catch?"

"What? Can't I take my cousin out for one day? Besides, the ticket would be a waste anyway" they then move in to the snack bar which served a variety of snacks and drinks ranging from chocolates and corndogs.

"So of all the girls in the world, you asked me?" she laughed, "Now that's something new"

"Oh sock it" the boy groaned now regretting on even inviting his cousin onto the movie. Maybe he should've just gone there alone, "So, you want a soda or fruit drink?"

In the end, Gwen finally decided to submit and go along even though the offer was highly suspicious, "Mind if I have cracker bars?" she gestured to the bag of crackers along the glass cupboard.

Ben smiled and quickly called to the clerk's attention, "Two star crackers please" he paid the sum and gladly handed it over to the girl. After a few minutes later, they completed their order and moved on to the gates of the theater. "Well… a few more minutes till the movie starts. We'll wait for the group to come out before we go in"

"Yeah I guess so" as they sat down on one of the benches, the two of them began to notice that they were getting some strange glares and stares from some of the patrons and passersby that were luckily in the area. They were probably used to it since their celebrity status went way beyond super stars. Hey… where in the world would you find two super heroes in one area?

When the two of them sat there, an awkward silence seemed to have passed by without any of them talking. Usually it was no problem since they never really talked to each other unless there was something they needed. During summer was no difference either since they were the only ones to talk to in the first place.

"So… what made you decide to ask me to the movie?" asked Gwen who seemed rather bored at the moment.

"Grandpa recommended" Ben admitted flatly, "He says that you and I should bond more or something"

"That's what my parents said to me" she replied. After another pause, she let out a loud sighed, "I can't believe I'm actually going to watch Brain Aliens"

"You've actually heard of it?" Ben seemed slightly amazed that she was amazed.

"Yeah, it's like one of the best movies made in Hollywood" she explained while holding her joyous face, "I heard that it had a great story line and the romance in it is said to be awesome!" Ben simply went back to his slouch position, "Oh man… and just when I was beginning to think that you and I were actually going to agree on something"

"Hey, life isn't just about beating up aliens and monsters, dweeb" she shot back just like her father, "A perfect action story must either come with romance, or tragedy, or maybe both!"

But Ben was simply interested with aliens eating human brains out and turning them into mindless zombies to be controlled under its very whim. "A romance with a sad ending… how… exciting" he replied sarcastically with a frown, "Just where is the fun in all of that? What could be better than blasting off aliens and zombies with rockets and plasma beams!?"

"Since you've never experienced true love, it'll be hard for you to understand" she huffed.

"Oh and you're saying you have?" Ben shot back, earning a glare from his cousin. But after a couple of more arguments, they suddenly began to laugh. This would probably look weird to some of the customers. To think that two super heroes would be having a friendly chat in here of all places.

"You really haven't changed a bit, have you?" Gwen snickered.

"Nope, just the same old original Ben Tennyson, at your service" he replied holding out a proud nose up high, "Besides, why would I want to change when I'm this popular? I'm the king of the world, remember?"

"Yeah, the king of doofusness if you don't keep your mouth shut" Gwen quickly pulled him back onto his seat, "So have you seen grandpa lately? I haven't been able to keep in touch with him for awhile with all my studies"

"Oh yeah, you applied for that uh high-school, college thingie applications. Man… don't you think you're taking your future a way too far? You still got plenty of time before you can make a choice"

Gwen stared at him for a moment trying to find some hint in his eyes, "Have you been talking with my dad, lately?" she said out.

"I'm just saying that you got plenty of time. What's the rush?"

"Like I always say to myself" the girl smirked, "It's always best to keep a bright future"

"Well, your future is gonna be so bright that you can't even see it" the last punch line made the two of them laugh. Ben might not be the best joker but he can still pull off some good lines once in awhile.

"Yeah… I guess you're right" Gwen admitted, "Maybe it's time I just enjoyed being a kid for a moment"

A few moments later, the door to theater suddenly opened and from the inside poured out hundreds of customers who watched the movie. Once the row was empty, Ben and Gwen decided that it was time.

Ben was the first to stand from the bench, "Come on, let's go enjoy the weekend while it still last" he gestured with a wide goofy grin. He then extended a hand to help Gwen up. From the looks on her face, she was indeed quite surprised to see him doing something nice to her.

When she got up, she immediately said to herself, "Somehow… I feel like I'm going to enjoy this weekend" Ben then quickly remembered the ticket, "Oh yeah. Here, take this. We should each hold our own tickets when we get in" he let out a slight blush as he offered it up to her. Gwen returned the blush and was beginning to think that this movie, might not be so bad after all.

But just as she held the ticket in her hands… time suddenly stopped. Everything around, ceased every action. Every movement, every drip of water, every blow of wind…… stopped in mid air.

"_No… a happy ending is not for you… Benjamin Tennyson"_ came a deep, dark and cold voice from the shadows, _"Forgive me … but this kind of beginning and ending… I simply cannot allow…"_ with a wave of the dark figure's hands, a great surge of light illuminated from the Omnitrix, blinding everyone in sight. _"The truth… is now…"_

In an instant, he turned back time and changed the past to present. Ben and Gwen's fame and fortunes were taken away in a blink of an eye, their respect from the people, gone as if they never existed and the Omnitrix continues to elude curious eyes from the galaxy.

Now this is where our story begins…

How their story… begins… and ends…


	3. Ep 1 P1

**Episode 1: Team Spirit!**

Summary: Ben is now playing a basketball game against the toughest team in the entire city, the Bellwood Bees. With him around, victory was assured. But what happens when Charmcaster comes in and becomes the co-coach of their opponent's team? Something is up and it's up to the deadly trio to find out what!

**Chapter 1: Practice Makes Perfect**

**(Madison Elementary) (Gym) (11:20 AM)**

Benjamin Tennyson was running through the school gym in his basketball outfit today. He was playing in a five against five match his own teammates. This was just a practice round to prepare the team for their big game on Friday. The coach wanted to keep his players in tip top shape and battling against each other was the only way to go. They all perspired and exhausted themselves by running and shooting through the court. Even though they were still elementary kids they did prove themselves tougher than the original pros during their youth.

Unlike all of his other classes, Ben excelled in P.E. and sports. It was probably the only thing he was good in, other than playing video games of course. He was a natural player and excellent in thinking on his own two feet. Heck, the coach would've made him team captain if he wanted too, but sadly that spot was already taken.

"Alright everyone, keep it up! That's the way I want you guys to play when we face off the Bees this Friday!" the coach barked out to his team, "Steve, keep your feet moving! JT, focus! Cash, keep your eye on the ball and one eye on your opponent!"

A few seconds later, one of Ben's teammates passed the ball to him but then he was immediately blocked by his two school bullies, Cash and JT. "Ha! You won't be getting through us, this time Tennyson!" Cash, the pointy headed boy smirked. "Yeah! You can… just try it!" JT, the pint size guy wearing glasses added.

But Ben was used to these tight spots before. He had overcome greater obstacles and bust through barricades a hundred times stronger than this. With a move that would impress the great Michael Jordan, Ben moved with the speed of nearly fast an eye blink and with one throw, his shot went in the hoop like paper role in a barrel. "Booya! Who's the king?" he gloated.

And with that last shot, the coach blew out his whistle, "Alright, that's a wrap everyone. Great work today! No go on and take a shower, and after that you call all take your lunch"

But the coach wasn't the only one watching the practice match today. Principle White, the principle of the school and secretly a member of the secret government organization, The Plumbers was there too. "So… Mr. Brian" he began shaking, "H… how are the team today?"

"Oh, principle White" the coach now known as Mr. Brian noticed him, "Yeah, the team is in great shape! Probably the best shape of their lives hehehehehehe. And with our new point guard on our side, those Bellwood Bees will be facing a flyswatter so big, they won't even be able to hide from it ahehehehehe!"

"T… that's great!" the principle replied excitingly, "I hope we win… we've already lost against Bellwood grade school three semesters in a row now and I can't stand another gloating laugh from that principle of theirs"

"Now don't you worry Mr. White" Brian reassured him tapping his shoulder, "We'll be fine as long as we keep practicing. Besides, we have a new star player in the team"

"O… oh really? May I know who?"

The coach simply pointed at the boy who was sitting on the bench wiping the sweat off his brow. "The name… is Benjamin Tennyson"

**(Opening theme) (ahehehehehe)**

**(Museum of mythical arts and history)**

Usually museums were places were people can come in and know about the ancient histories of mankind and their civilization. It was supposed to be a place of learning. But little did the patrons knew… that it was soon going to be turned into a battlefield.

A female guide was accompanying a bunch of tourists through the museum telling them about each and every object and the history of every painting that had been put on display there. There were at least two security guards on each of the large rooms and another one in the hallways to keep art thieves from putting their sticky hands on the art collections.

After a series of tour, the guide finally arrived at the last room where security was tightest. "And now ladies and gentlemen, please gaze your eyes on the museum's greatest treasure" inside a glass case shined with a cool temperature light was an ancient book with strange writings written on its pages. "The Tome of Glabados" the guide explained, "This book was discovered in an ancient Aztec ruined temple deep in the borders of Mexico. It was discovered by an accidental oil dig and was soon brought here to be displayed. Some say that a shaman used this tome to seal a great monster in another dimension, but who would believe that nonsense" the tourists chuckled along with her.

"You shouldn't make fun of magic…" came a dark stern and deep voice from behind. As the crowd looked back, they soon noticed that it was a girl with silver hair and purple eyes. "If you make fun of magic… it has a way of biting you back" it was none other than Charmcaster, the sorceress. Without any warning whatsoever, the girl quickly cast a magical spell that flung all everyone around her, away. "So… this is the tome of Glabados" with her razor sharp nails, she quickly cut through the glass case and took the book right out of its resting place.

Once the guards were able to get back on their feet, he immediately took out his radio to call out for backup, "Code red at the main hall room! I repeat, code red!" immediately the entire museum began to go into alarm mode. The doors that connected to the hallways immediately sealed against each other, preventing Charmcaster from escaping"

"And to think they put up the quiet signs for a reason" Charmcaster grunted before opening up the book and reading its contents. "Now let's see… where is that spell… hmm"

"Hold it right there!" came the guard's voice, "Put your hands behind your head and come quietly"

"Tch… as if I'll listen to you" not wanting to get hands dirty, the young sorceress took out some clay dolls from her knapsack and threw it onto the ground. With a little incantation, those little things grew into beasts' size and animated into strange animals, "Sick'em boys" with that order, the clay animals attacked. The guards fought back, but they were never taught on how to deal with these kinds of opponents.

"You ever see this kind of thing in the manual?" said the guard's partner, "I know how to take down thieves and robbers, but never monsters!"

With the guards busy with her pets, Charmcaster decided to take this time to test her new spell book. "Now where was I? Oh yes… how to open a rift through space. Emm hmm… emmm hmm. Easy enough. Manditus… septis!" but just when she thought that would summon out a portal, the vortex suddenly exploded, creating a giant hole on the wall. "O--k… that wasn't part of the spell" she then went back to the book and see what she missed. "Oh… I should have known" she groaned, "All black magic requires human soul sacrifice. How typical. To think that it would kill the ancient shamans to make the sacrifices smaller. Can't it be a cheese grater or ham sandwich" she sighed out loud.

After a few minutes later, she then realized that more guards have begun to show up. "Freeze!" the guards demanded.

"Tch… oh well… I got what I came for" Charmcaster smirked before throwing out a smoke ball to cover up her escape. By the time the fog cleared, she vanished.

**(Bellwood downtown)**

"Twenty second left on the clock" that was the sound of Ben, playing basketball with himself in the city street corner. Most of the street basketball courts would usually be empty during after school period so it wasn't surprising that he was the only one there. "Ben Tennyson is up front alone against three mean Bees. Will he make it? Can he make the shot and win the game for his team?" he was mimicking the voice of the narrator of the game and pretending that he was surrounded by three opposing team members.

He then spins and dance around like an idiot and shoots the hoop. The ball rolled around the rim for a few moments and then it went it.

"Score!" Ben cheered to himself, "Unbelievable! Ben Ten, has won the world championship! He scored the last three points even after such odds! You can already hear the crowd roaring at him. Haarrr… haaa…" he gave out soft crowd cheering sound to himself and posed as if he was on camera.

But his little happy dance routine, soon ended when an oddly familiar voice crept up behind his back, "Well… from that look, I guessed you made it to the team" it was none other than his cousin Gwen. The 'Queen of cooties' as he nick named her.

"Yup!" the boy said proudly sticking his chest out, "You, are looking at the Madison Mean Machine's new point guard player. Thank you thank you! No autographs please"

Gwen smirked at his snob-ness and picked up the ball that had been foolishly lying around on the ground, "I guess your team must be getting pretty desperate"

"And what' that suppose to mean?" the boy huffed.

"If you're as good as you say you are, then I guess you wouldn't mind playing a little one on one now half court game now, would you?" she gave him a hint of challenge in her voice.

"Ha! You are so on" Ben smirked, knowing well that this was going to be an easy game, "Loser buys hotdog for both of us"

"Sounds like a fair deal to me" she agreed before spinning the ball on her finger, "Best to ten wins. Ladies first…" she cooed which made Ben flinch. "Ah man…" he whined.

As the two of them got into position, Gwen quickly dribbled the ball out to put herself in a good spot for a shot. She had to admit that this was probably the first time she ever played basketball but she watched the games a few times back in her place with her dad. As she got closer to the net, Ben quickly got in to block her path. He was good, that much she'll admit. The boy knew every move she was going to make and before she knew, he already stole the ball from her.

"Oh yeah, Ben Ten has done it again!" the boy gloated as he shot the hoop, "He shoots and he scores! And the crowd goes wild"

Gwen smirked under her lips as the boy continued to cheer at the empty wall beside him. The boy had skill she'll give him that much, but if this keeps up, then she'll be buying him a hotdog which will probably ruin her allowance record. She had to level the playing field a bit so while Ben was looking she quickly cast an enchantment spell on herself and grinned.

"Ready to give it up Gwen?" the boy taunted, "There's no way you can beat someone with real talent"

"Oh we'll see" she said back, "Come on, you still got some points to catch up on" with the ball back in her possession, she quickly rushed through Ben's defenses with great agility. But even with her enhanced speed and mobility, Ben still had the upper hand over her. However… he seemed to be a little too overconfident. So when Gwen saw an opening, she took it and shot in a hoop to even up the score. "Now who's the one with talent?" she countered back with a gloating smirk.

"Ahh beginner's luck" he replied as he took the ball, "Now let me give you a little sneak preview of what I call… the Ben shot!" with his accurate targeting arms and hand-eye coordination, he shot out a three pointer. But just it was about to go in the basket, a blue aura surrounded the ball and let it fall freely on the ground. Ben then realized that Gwen had been using her magic, "Hey! Technical foul, illegal use of magic"

But the girl simply laughed back at him, "Sorry, I just couldn't help myself" she admitted flatly, "Why don't we call it a tie?"

"Fine…" the boy crossed his arm as he huffed, "I finished my allowance already anyway" but just when he picked the ball up from the ground, he noticed that there were several figures approaching his way.

"Well well… I must say I am very impressed" came the blonde guy wearing a black leather jacket and a red bandana over his head, "Benjamin Tennyson, I presume"

"And what's it to you?" he asked not once trusting the guy or the goons behind him.

"Word on the street is: You're the new point guard for the Madison Mean Machine" he began with a slight grin, "I'm Damien, the point guard of the Bellwood Bees. I heard that they said that their new member was good, but I didn't they were this good………… to beat a girl" he and his grew began to laugh holding their stomachs together.

"Hey! Back off buster" Gwen interrupted, "I may be a girl, but I can beat you and your gang anytime!"

"Oooooo…" the gang teased them, "Sorry doll. We didn't mean to insult your boyfriend" Damien added earning some high-fives from his crew. But that only made Gwen angrier. She really resisted the urge of shooting out fireballs and lightning bolts at the boy, but right now, it seemed so very tempting. With Ben remaining quiet to keep up with his taunts and insults, Damien continued, "The Mean Machines won't be able to stand a chance against the Bees. With their bad sense of direction, it'll be a miracle just to find their own shoes" again the whole gang laughed.

And soon, Ben found that to be the last straw, "Oh yeah!? Why don't we see who the better player is?" he offered with the ball in hand, "You and me. One on one!" he poked the blonde boy's torso making him flinch back slightly. "Best to ten wins!"

"Ooo… it looks like we have a challenger" Damien replied still holding a grin up his face. "Alright, newbie… you're on…"

But then Gwen stopped him, "Wait Ben, don't do this. He's not worth it" but as usual, Ben didn't listen, "Ah you worry too much" he let out a confident smile, "The guy doesn't look so tough. I'll be able to win this blindfolded"

Gwen really wanted to stop Ben from doing something reckless like this but she didn't think that it would help. When Ben makes up his mind, it would take the greatest mastermind to even begin to change his thoughts. So instead of delaying the inevitable she simply stood back on the wall and watch while two boys minced meat each other. I guess you could say that boys are animals with their own sense of pride that could be good for them, or get them killed along the process.

As the two point guard players got to their positions, Damien quickly got the ball first, "Mind if I go first?" he asked sarcastically polite. "I really don't like to tend off my skills" but Ben didn't reply. He just got into his defensive stance and prepared himself for anything that is to his way. He never really heard of Damien or his mad skills of being a point guard player since Ben was still new to the team. "Ready or not… here I come" and with that, Damien charged.

Ben blocked him like a real pro, but it seemed like his opponent was a lot faster and more coordinated with his attacks. Before Ben knew it, he had already slipped pass him and scored two points. Damien's gang let out a cheer together which annoyed Gwen to no end.

"What's the matter Tennyson?" Damien smirked, "A little too fast for you?"

"Not even close…" he replied while holding up a smile, "Come on… I'll show you a real fight" as the ball was passed back to him, Damien quickly moved back, as he expected a close attack. But that was where he was wrong. Ben may be good at two point shots, but they never expected him to be super deadly accurate with three points. With one push of his arm… woosh… the ball went straight in like a coin in a bank. "Booya! Three points! Beat that pretty boy"

Gwen let a smirk pass her lips as her cousin was now in the lead, but that smirk ended shortly when Damien's gang immediately let out a 'boooo' cry altogether.

As the two players continued to battle it out for supremacy, Damien began to feel rather strange when he moved up against Ben. It had only been a few minutes since they began playing, but now the boy seemed to be able to read his movements before he even thought about them. Every step he took was carefully planned out and blocked almost in an instant. Though Ben might be an inch shorter than him, his mobility gave him the edge over his opponent.

"Come on little guy. What's the matter? Can't take the heat?" and with one swift move, Ben snatched the ball from Damien's hands and scored another two points. "Oh yeah! I rule in this game!" Damien had to admit that the kid was a lot better than him. To be able to read his movements in such a short period of time was a feat not many would have.

As Damien began to stress out a little bit, he began to sweat out his bandana. For a moment there he thought that would be nothing more but a lucky newbie, but now that he had experienced his skills first hand he knew that he earned that spot for a good reason.

With Ben adding more pressure on to him, Damien decided that it was time to turn the odds. As Ben moved in closer to steal the ball away, the blonde haired gangster kid, tackled him to the ground and scored another two points.

"Hey!" Gwen yelled out, "That was a total foul!" but the other boys simply ignored her.

"Sorry, my hands must've slipped" if Damien's voice could get anymore sarcastic, he would've been crowned 'king of sarcasm' a long time ago.

But Ben didn't mind. If he was going to play dirty, then let him. He was just too stubborn and focused all of his attention on winning. It was now seven to nine and Ben was on the losing side. But as Damien got to his defensive position, he knew right away that he had made a terrible mistake. Ben had already won, the moment the ball came into his hands. With one good leap, Ben shot down a three pointer, thus ending the game right away.

The entire gang's jaws dropped open like a cash register opening up. They really thought that Damien would win with that last tackle, but when Ben shot it through… their cheers and laughs soon turned to stares and silence.

"I think we all now know who the better player is" Ben mocked and he spun the ball on his index finger, "Anymore takers?" he asked the gang as they gave out negative grunts and groans. Defeating the leader of the gang was probably just the same as beating the entire gang. But Damien seemed to take the defeat the hardest. "You got lucky Tennyson" he spat, "I'll see you at the play offs" and with that he bolted away along with the rest of his gang.

With Damien and his crew off to wherever, Gwen came by to congratulate her cousin's work. "Nice one cuz. You really showed them who's the boss around here"

"Yup… thank you thank you. But please, no autographs"

"Come on" she said annoyed, "I got to get home soon. I got homework to do"

"Eghhhh! Homework…"

**(Ben's place)**

As Ben arrived home on foot, he was immediately greeted by his pet dog, Willow. It was still pretty early so his parents shouldn't be here yet, and that means that for the next few hours, this house was his. "Hey there boy" the boy pet his dog on the head and scratched it behind the ear as if gave out a friendly woof sound. "Alright alright, I'll get you a treat. But don't mom I gave you, ok?" the little mutt gave out a puppy dog sound along with a slight nod.

When Ben approached his house he immediately took the keys that were stashed inside the mailbox. It was common for the family to leave a key behind, and since Ben was usually the first one to come home; he always remembers where he puts them and where to keep them when he leaves.

As he entered the place he suddenly got the sense of dejavu happening right before his very eyes. It was like he had seen this series of events rolling all over again. "Whoa… that was some serious dejavu" he mumbled out before approaching the kitchen. He quickly handed Willow the snack that he promised and got himself a little treat for the day too. Being a kid was tough, but being a kid with super alien powers was probably even tougher.

Just as the boy slouched himself on the couch, the phone began to rang. "Hello?" he answered after gulping down his potato chips.

"Ben" surprisingly for Ben, it was his grandpa Max who was on the other line. "It's me Max"

"Hey there grandpa" he greeted back while slouching on the doorway, "What's the problem now? Alien attack? Circus Freaks, robbing a bank? Building on fire?" Ben was probably referring to some hero work in town. Usually when grandpa calls up he would be the one to tell him what troubles are there around the world. Thanks to the Rust Bucket enhanced GPA signal and the Plumber's personal satellite that hovers over earth, Max was able to tell what was happening around Bellwood. You could say that he was the siren for Ben's hero life.

"Sorry Ben, but everything seems pretty quiet today" the old man replied, "Actually I just called to congratulate you on making it to the team. Gwen told me and said that you guys were going to play against the Bellwood Bees this Friday"

"Oh, I wouldn't about them grandpa" the boy replied holding a smirk up his lips. "I don't think they'll be much of a challenge" he knew this because he was able to experience their abilities first hand and up close.

"Well anyway Ben. I left something in your bag this morning but I forgot to tell you what it was" Ben quickly got his backpack and found that there was a strange object buried beneath his pile of comic books. It was a flat-circular object that was thicker than a CD disc and with buttons attached on its sides. "You mean this round thing with buttons on them?" Ben clarified to which Max nodded.

"That's a communicon" Max explained, "It's an alien high-tech communication device. It has all the functions of a phone and more. I gave one to Gwen too just in case something big happens. It comes complete with an ear phone so no one else can hear us. I linked them to one of our Plumber's satellites so no matter how far we are on earth, we can still remain in contact"

"Whoa… cool!" Ben yelled out as he began tinkering with his new gift like what he did with the Omnitrix, "Thanks a bunch grandpa"

"But… only use it during emergencies" Max warned, "It's a high level technology and only military forces have access to it. So don't go using it for anything else, understood?"

"Yeah don't worry grandpa. This is awesome. What else can it do?"

"Other than calling each other, the communicon can also be used as a tracker. That way we'll be able to tell where each of us are. (honk honk) Oh… got to go Ben, I'm holding up the traffic. I'll see you on Fridays during the game" and with that, he hung up.

**(Bellwood grade school) (Gym)**

Damien and his gang members were practicing shooting hoops and running around the gym preparing for the game this coming Friday after they had returned from that lost against the Tennyson boy. Damien was known to be the fastest in the group, probably even in the whole city, but after that little performance in downtown, they were beginning to think that their three semester winning streak was about to be cut short.

Just as they finished up their round, the coach of the team came by, "Alright every… one… gather'round" he called to them as if he was in trance or something, "Now listen up… we'll be having a new… co…coach for the game this week. Do… what she says… and… everything… will be… o…k"

"You alright coach?" asked one of his students, "You look like you were bit by the snap bug or something"

"I'm… f… fine…" he replied plainly, like he wasn't even there. "Allow me to introduce to you… your new… co… coach" it was then a slim girl appeared from the shadows.

"That's alright coach" it was none other than Charmcaster, "I'll take it from here. Why don't you go and take a break at the rest room?"

"Yes… of course" and with that, the coach walked away in his hypnotized state.

The young sorceress then turned her attention back to the students as they eyed hey suspiciously, "Alright you kids. I hear that you're playing a big game later this week so the coach brought me so that you guys can win"

"Sorry lady, but we're doing fine on our own, thank you" Damien shot back a little irritated with the girl's presence.

She crossed her arms together smirked back at him, "And I'm guessing that lost against the Tennyson boy must've been a fluke" this caused Damien to eye her back, "You saw us?"

"Oh I see a lot of things boy" she grinned from ear to ear, "You all know that the opposing team are way better that the ones that you boys beat back a long time ago. They're stronger, faster and with that Benjamin on their side, they might just be able to pull it off" she really knows how to dig into the team's deepest fears and use them to her advantage. Her words manipulated them and made them think that they need her help. "Right now… I'm sure all of you are asking the same question: How can I prevent that humiliation from happening? (nods) Well the answer is simple" with a quick move of her hands she pulled out a strange rack of potion bottles, "These potions will allow you to become three times, faster, stronger and better than any of your opponents. Drink them… and victory will be certain"

The gang seemed hesitant to take the vials since they didn't know her very well. But they were scared of losing to the Madison Mean Machines. "A… are you sure it's ok to drink this?"

"Of course it is" she cooed back to them, "Why, the coach wouldn't just hire me to discourage you. Remember, I'm here to help you"

Again, the gang backed off, still unsure of what to do. But then suddenly, Damien decided to step in, "Oh fine! I'll drink it first!" he shouted as he took a vial from the rack. "You yellow bellies don't know an opportunity even if hits you in the face" he held his breath for one moment and gulped the contents of the potion right into his mouth.

After the last drop went through, he put the vial away and waited.

And waited…

And waited…

"Feeling anything boss?" asked one of his teammates.

"Yeah… taste like… grapefruit or some…" and then suddenly, a purple ray of light began to surge through his body, enhancing all of his traits. At first he felt shocking, but after awhile, it was all pleasure, "Whoa… that felt… awesome!" he then began dribbling the ball like a pro. "Whoa! I didn't I could do this!" before he knew it, he was already shooting three points faster than Michael Jordan could lay his fingers on the ball. "Aww man, this is awesome! Hahahahaha!"

"Anyone else like a taste?" Charmcaster cooed seductively to them. With Damien playing like a real pro, they were convinced that the potion does work. So without even wanting to know what the potion was made out of, the entire team drank it all up and became just as strong as she promised. But what is her real agenda to all of this?


	4. Ep 1 P2

**Episode 1: Team Spirit!**

**Part 2: Visions of Disaster**

**(The next morning) (The Rust Bucket)**

The great trio, Max, Ben and Gwen were riding the old Rust Bucket to school today. With both of the kid's parents gone for work early in the morning they had to hitch a ride with grandpa to get to school. It was fine with them since they were probably used to the RV anyway. But don't let this piece of junk's paint job fool you. It may look like an ordinary RV, but underneath the hood lies an engine design that would even make the street racers envy.

Not only that, but it also has military upgrade satellite dish, turbo boost systems, some self defense weapons and probably a lot more. It did have its own unique characteristics though.

"Hey kids, anybody had breakfast?" asked Max as he kept his eyes on the road, "I got some left over sandwich from last night. They're in the fridge if you want any" but surprisingly for him, none of them replied. "Kids?" he turned back and noticed that Ben was busy figuring out his new communicon while Gwen was burying herself in her books. Knowing that they were in their own world, the old man decided to put the vehicle in auto-pilot so that he could spend some time with his grandkids. "Hey, anyone up for a movie? I made us a video during our summer time"

"Since when did you know how to use a camera?" Ben asked cocking up a brow.

"I didn't" he replied casually, "The Rust Bucket recorded everything that happened during those three months. I only found out about this a few weeks ago when I was cleaning up the old girl"

The other two Tennysons quickly grew interest on the video and soon gathered around the table while grandpa pulled out some left over popcorn from the shelves. The footage in the video recorded a lot of happy times and bad times during their trip inside the RV, but is also included several scenes from several battles they had together.

"Aww… sweet!" Ben smirked as he watched himself battle against countless hordes of monsters in his Fourarms form. "I even look cooler than I thought I would"

"Yeah… if you consider all the damage you added to the road"

"Hey, I stopped the bad guys didn't I?"

"You stopped a bunch of robbers that stole money from the bank, but you destroyed a bridge that cost probably three times as much" she pointed out with a deep frown.

But this only made Max chuckle as some of the funny scenes came up, "Well, it all worked out in the end" he added before focusing his sights back onto the TV, "Besides, no one got hurt and that's what counts"

"Yeah… I guess so" she grunted at them as Ben smirked back.

"Hey, look at this" the old man pointed to the monitor, "This was during Joel's wedding. Man… I didn't know that tux actually made me look bigger"

"I was supposed to be the flower girl" Gwen grunted again.

"Hey, at least you didn't have to wear some stupid getup for the wedding" Ben could recall how he was forced to wear the family heirloom back during that time. He remembered how hard it was to breath through that bowtie and how difficult it was just to lift his arm up. "Ughh… I can still feel the stiffness on my back"

"Ahehehehehe… like I said… it all worked out in the end"

"Yeah, until a bunch of sludge aliens crashed the wedding with their freaky tentacles"

"I think you're referring to yourself" Gwen chuckled as she remembered how Ben turned into his different alien forms just to beat up the sludges.

But just when they were just about enjoying the video, a sudden explosion occurred just right next to the RV, making the three of them fall off to the ground. "W… what was that?!" Gwen yelled as she stood up from the floor. Max quickly got back to the driver's seat and noticed that the downtown area was under attack. There were cars burning and monsters attacking the good citizens of Bellwood.

"Whoa, since when did the circus come to town?" said Ben in shock.

"And since when did the circus began having a monster freak show?" Gwen added holding herself on the rails.

A few minutes later, one of the beastly monsters attacked the RV, but Max was already on the job. With his quick driving skills, he turned off the auto-pilot and made a sharp turn to dodge the monster. "Ben!" he called out, "We could really use some muscles around here!"

"No problem!" the boy replied as he activated the Omnitrix, "You want muscles? I got four sets of them coming up!" but as usual, the Omnitrix didn't follow his orders. Instead of becoming Fourarms, he turned into his crystalic alien, Diamondhead, "Diamondhead? Aww man! Well I guess having rock hard skin works just as well" he quickly climbed off the Rust Bucket to fight against the beast.

The monster that was attacking them was like a horned demon with gigantic horns, overgrown fangs, muscular bodies with hairy fur and a never stopping drool. "Hey there piggy piggy piggy. You wanna play fetch?" the boy taunted. And when the monster attacked, Ben (Diamondhead) quickly lodged a punch on its head, slamming it right onto the ground. "Just as I thought… all bark and never any bite" and then heads off towards the market area where the beasts seemed to be concentrating their attacks.

"Ben, wait!" Gwen called out, "You can't just go and beat things up. We need a plan!"

"Don't worry, I'll make things up as I go" he smirked, "Besides, the longer I wait here, the more people will get hurt"

"He's right Gwen" for once, Max actually agreed with Ben's plan. "Ben, you keep those things busy while I try to get the shoppers out of here. Gwen, you go and find out what those monsters want. I don't think they came here because of the yarn sale" the team nodded and quickly split up to fight the monsters off.

**(Market stalls)**

A clerk of a fish stall was gathering up his things as he didn't want to escape empty handed. As he was just about to make a run for safety, one of the beasts suddenly tore through stalls, catching him completely off guard. "AHHH!!" he screamed like a little cub scout, "Ahhh… can I interest you in salmons? Ahehehehe?"

Just as the beasts was about to attack, Ben quickly grabbed the creature by its leg and dragged it back out of the stalls, "Sorry punk, but no free samples today!" he mocked as he threw the beast away to the vegetable corner, "Why don't you eat some carrots? Their good for you!" but that attack only angered the beast even more. With its mighty howl, three more of its kind appeared out of the area to aid it. "So, you brought some friends along huh?" Ben smirked, "Bring it on! Even if you guys are four or four hundred, I'll take you all on!" and with that they began to battle.

Of course, Ben would be the eventual victor of the battle since he had superior strength and keen intellect on dealing against greater odds. If he can deal with an alien invasion then what can horned monsters like these possibly do to him?

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

On another corner of the market area, Gwen was busy helping some of the civilians out of the area. Not only was the market square crawling with beasts that she had never seen before, there were also some oddly familiar clay animals wrecking havoc around the place. "Ughh… the only thing worst than a monster drool… is monster waste ugh… these guys definitely needs some hygiene training" but then suddenly she realized that the monsters weren't hurting the people, but instead they were putting them into some sort of unconscious state.

With a whiff of their breath, a person would immediately get knocked out and the horned creatures would carry them on their backs and assemble them at the market square. "Ok, strange. Monsters, usually eat people, but it looks like these guys are kidnapping people" having curiosity take over her, Gwen decided to investigate this phenomena so that she would be able to gather some information on the new enemy.

As she approached the gathering area of the monsters, her eyes quickly came in sight of Charmcaster, the sorceress. "Charmcaster?!" she muttered out her name as she hid behind the stalls, "What is she doing here?"

"Get those sacrifice into the portal!" Charmcaster ordered her new horned minions to which they obeyed without question. "I want them fresh and alive when we head back to the hideout" as the monsters began loading up the unconscious victims into the portal that she had created, Gwen knew right away that Charmcaster was the mastermind behind this attack. There was no other villain that could conjure up monsters from the great beyond… and Hex was probably still a baby after drinking the fountain of youth.

As Gwen hid away from the monsters she quickly pulled out her communicon to get some backup from her family.

xxxxxxxxxxxxxxxxxxxxxxxxxx

Max, was back on the streets helping the police force evacuate the civilians out of the area. With Ben attracting all of the monsters to himself, he was able to buy enough time for the others to escape without too much harm. "Alright everyone, that's it, keep it moving. Don't push, there's plenty of room to go around" the old man reassured the crowd as they slowly moved out of the way.

A few seconds later, one of the security guards from the nearby store came by, "That's the last of them" he told Max, "We got most of them out, but there are still some people trapped by the market square. There's too many of them for us to handle"

"Alright, you handle the crowd" Max ordered, "I'll go and double check on every area" but then soon he realized his communicon was ringing. "Gwen?" he answered.

"Grandpa Max, I'm at the market square" Gwen replied on the other line, "The monsters are taking people to some kind of portal. I don't know where it leads, but I'm sure they're up to no good. Charmcaster is the one leading them. You got to get here fast"

"Alright Gwen, hold on. I'll be there in a moment"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

As Gwen hung up her communicon down, she decided to find someplace safer to hide in and wait for backup to arrive. She may be strong, but she wasn't ready to take on both Charmcaster and a legion of horned monsters. But just when she was about to head out, a snakelike voice crept up from behind, sending chills down her spine.

"Ahh… I thought I smelled incompetence" said Charmcaster as she hovered above Gwen, "I guess this explains why some of my Horned Guardians haven't returned. Your idiot cousin must be the one holding them off. But… no matter. I got what I came for anyway. Now… let's see how well you are with my spell book!"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"Graaa!" that was the sound of a Horned Guardian getting thrashed by Ben Tennyson down to the ground. As the boy continued to beat up one monster after another, more and more of these creatures just seemed to pop up out of nowhere. "Come on! Is that the best you got!?" he mocked as they charged at him, "Hmm… sometimes you got to take a bull by the horns!" he then grabbed onto one of the beasts and used its body like a club against its friends. "Oh yeah! Home run baby!"

As the last of the monsters finally fell in defeat, Ben (Diamondhead) smirked and clapped his hands together, knowing that he had done some good today. "You mutated monsters are all the same. A hero like me always has to clean up the mess. You guys should clean up after yourself" but just when he was about to head back to the RV, his Omnitrix began to glow blue which made the boy wonder. This has never happened before. The Omnitrix only turned, green, red, yellow and once orange, but never blue. "Well this is new…" he said to himself.

Just when he was about to reach out for the Omnitrix button located on his chest, a surge of pain came running through his body. It was more of a sting rather a forceful pain, but it still hurt nonetheless. Suddenly, a great big flashed occurred through his mind. He began to see a strange vision.

He could see Gwen battling Charmcaster and some of her clay animals, and from the looks of it, she wasn't holding up too well.

When the vision finally ended, the boy only managed to mutter out one word, "Gwen!" having fear for his cousin's safety, Ben turned his sights to the market square and ran so fast that nearly left his legs behind.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Gwen was having a time of her life… literally. Once Charmcaster discovered her hiding spot she immediately began attacking her with her more advance spells. Gwen can hold off against Charmcaster alone, but with all those Horned Guardians drooling all over her and not to mention the clay animals, she was having a hard time just trying to survive. "What's the matter? A little black magic too much for little Gwen? Don't treat my pets too badly. They're actually quite nice if you don't mind the drool"

"I know I shouldn't judge animals just because they look bad on the outside" Gwen shot back as she kicked one of the horned beasts back, "But for them, I think I'll make an exception. Besides, my dad said I can't have any pets yet" she then sent out a fireball attack at them, burning one of the stands in the process.

"Well well well… looks like someone's been improving" Charmcaster snickered as continued to let her minions do the dirty work, "But you're not the only sorceress who learned some new tricks. Kafla merditus!" immediately, the fire that Gwen made turned into a small elemental being. "Just a few things I worked out with the elements. I hope you like it. It's my personal favorite" but just when the monsters were about to attack, a volley of crystal shards appeared out of the blues, sending them all down to the ground.

"As much as I like to see cat fights, I got to say that you'll have to leave the animals out of it"

The two girls quickly jerked their heads around to see Ben who was still in his Petrosapien form (Petro means rock and sapein means living or organic being) "Ben!" Gwen said relieved to finally get the backup that she wanted.

"Sorry I'm late, I had to clean up after some dog breath" the boy replied as he leaped in heroically up front. Charmcaster cursed under her breath and knew right away that she was no match for the Omnitrix. If Ben was able to beat her legion of Horned Guardians without having much of a damage laid on him, what can her remaining minions possibly do?

"Looks like we'll have to postpone our little match" the sorceress frowned as she leaped away from the boy's range of attack, "I'll be back… and when I do… you guys are going to be the first to go down!" with a snap of her fingers, her minions suddenly vanished from sight as if they were never even there. It was probably a smart move to live and fight another day.

**(A few minutes later) (Back in Max's RV)**

After that little battle back there in the market square, Ben, Gwen and Grandpa Max returned to the Rust Bucket and drove off before the heavy authorities arrive. The last thing they need was heat from the police force.

"I don't get it" came Ben's voice who was now back in his human form, "Why would Charmcaster be kidnapping people? Is she planning to brainwash them into mindless drones like the ones in the movies?"

But sadly Max didn't have the answers, "I wish I knew. I'm an expert in extraterrestrial and extraordinary, but when it comes to magic, I'm as dumb as the next guy"

"I may have something" said Gwen who was checking her laptop while wiping the drool on her head with a towel. "Something about the names of those things got me worried. She called them… Horned Guardians or something like that and only one thing comes up in that" she then flips her laptop screen to show her two companions what she was researching, "The Horned Guardians came up with the name Glabados. An old Aztec demon that was sealed in another dimension long ago"

"Glabados?" Max repeated, "I heard that word before. It was in the morning newspaper I think" he quickly took out a newspaper roll from his side seat and handed it to them.

"It says that a book called the Tome of Glabados was stolen yesterday in the museum of mythical arts" Gwen noted, "And look, it's the same book that Charmcaster was carrying when she attacked the market square"

"So what does that mean?" Ben asked not really getting the idea. "She's got the book, but what does have to do with her kidnapping people?"

Gwen agreed to his suspicion and quickly did a quick search on her laptop, "Hmm… it says here that an ancient shaman sealed the demon Glabados into another dimension with the sacrifice of a hundred jaguar warrior's souls and the only way to open the portal to the other realm again will be sacrifice another hundred souls!"

"Oh come on" Ben replied not believing one bit of the mumbo jumbo, "That story is probably just some ridiculous part of history stretched out by some pencil pusher back in the old days"

"It doesn't matter if it's true or not" Max stated out, "We have to find her and make sure she doesn't do anything to those people"

But this only made Ben cheer out loud, "Yes! Woohoo! Skipping school to catch some crazy lady. Oh yeah, count me in"

"No way Ben. You're not skipping school either. You have a game this Friday and I don't think the coach would want any slackers on his team. Gwen and I will dig in on this" the old man quickly made a turn on the next intersection right onto Ben's school, parking lot, "We'll contact you when we find something. Until then, keep a close eye on your communicon"

Ben quickly turned out a groan as he exited the RV, "Oh come on. I saved a guy from a monster, beat up some evil monsters from another dimension, and risked my neck for others and I don't even get a break from school? What's a hero got to do to earn a little reward here?"

"Good deeds has its own reward Ben"

"Yeah, that's just another way of saying you give some you get none back" he grunted before moving into his school.

**(Abandoned subway)**

In an abandoned subway deep within the slums of the city, a portal tore through the old wall, creating a small time rift through the area. From it, poured out Charmcaster and her legion of new Horned Guardians along with their unconscious victims from the raid. "Put them along with the rest of those fools" she ordered out to which the horned beasts gladly complied. As Charmcaster checked on the number of people she had gathered she was absolutely displeased. She expected to at least get around ten or twenty in this raid, but thanks to the Tennysons, the number of sacrifices she was able to gather rounded to only five.

"This isn't working…" she said to herself before turning her rage to her minions, "I asked you to do a simple task to keep the boy busy until we got the numbers we needed! We were supposed to be half way done by now and we're not even a quarter way there yet! ARGHHH!! Can't you idiots do anything right!?" too bad that the Horned Guardians didn't exactly know how to react to his scolds. They simply stood there, staring back at her while at the same time, drooling over the floor.

Charmcaster once again sighed as she messaged her temples. She really needed a new plan and kidnapping small numbers like this could take a while and time is something she didn't have a lot of. She needed an idea, and little did she know that it was sticking right at the back of one of her new minions. "Huh?" there was a poster stuck on the back of Horned Guardian. As she picked it out and read its contents, an evil grin grew upon her lips. "Well well well… it looks like becoming a co-coach wasn't such a bad idea after all"

**(Back at the Madison Elementary gym) (11:30 AM)**

Ben and his teammates were once again training in the school gym preparing for the playoff tomorrow evening. With the boy shooting hoops better than he did yesterday, there was no chance the Bees would even prove a challenge.

"Alright team, move it!" Coach Brian ordered his students as they continued playing on the field. "Ben, I want to see those feet moving at all times. JT, back on defense!" as the last shot entered the basket with a good woosh sound, he immediately blew out his whistle to signal the end of the practice match, "Alright, good job everyone. Take a shower and take five. After that, you can all get your lunch" As team gradually left the area one pair at a time, the coach decided to approach Ben to give him his well deserved congratulations. "Great work again today, Benjamin. You keep playing like that on the game tomorrow and you can find yourself an easy A (plus) in your report card"

"Thanks coach" the boy replied as he took a sip off his canteen. "But what can I say? I'm just as good as they come"

"Hahaha! Very true!" just when they were about to continue the conversation, Ben's communicon began to act up, catching the boy's attention almost instantly.

"Umm… I got to somewhere for a minute" Ben quickly excused himself and marched right into a secluded spot. Once he made sure that no one was in ear shot, he quickly took out his communicon and placed the mini earphone on his left ear. "Hello?" he first expected it to be grandpa, but to his surprise, it was actually Gwen, his cousin.

"Ben, grandpa wants us to meet at the pizza parlor right after school. Don't be late" before the boy could even open his mouth to reply, the girl hung up.

"Man… talk about rude…" he grunted before heading off towards the shower room.

**(Pizza Parlor) (After school time)**

Right after the school bell rung for the final time of the day, Ben quickly got his back, checked his locker and made sure he didn't leave anything behind. He never liked leaving things behind, like his leftover sandwich in his locker, notebooks and all that other junk. He didn't mind leaving his homework though since he never really did any back in the fourth grade.

After a quick dash to through the rough street corners and alleyways that he had become so familiar with, Ben managed to get to one of his most favorite places in the city. The Pizza Parlor. Not only did they place served the best pizzas, but they also had an arcade built in it to help the boy pass the time. What better way to spend the afternoon than with pizza and video games at the same time?

By the time Ben entered the fast food joint he was immediately greeted by his grandpa and cousin who had already ordered up some food along the. While they discuss their plans and thoughts of Charmcaster, Ben just sat back and ate along. He was probably just here for the food anyway.

"So, any news on Charmcaster?" Gwen asked holding a cup of soda in her hands.

"None so far" Max replied, "There haven't been any reports on monsters or beasts in the emergency frequencies. But that doesn't mean we should let our guard down. She could strike anyway at any time"

"Well it won't be hard to discover her (chomp)" Gwen pointed out, "Monsters like those aren't exactly on the radio all the time. (chomp chomp) How about (chomp) Can you bite any quieter!?" she turned to her cousin who was gradually eating pizza like a hound dog on an empty stomach.

"(gulp) Hey! A kid's got to have his proteins. I'm a growing child" he replied followed by a loud burp.

"Yeah, a kid growing the wrong way" the girl gestured to the boy's bulgy stomach. The boy simply groaned and sipped his soda glass dry.

But this scene only made Max chuckle at them, "She's got a point Ben. You keep eating like that and you'll turn into one of those alien blobs sooner than you think"

"Oh come on. Does everyone have to be against me today? (sigh) I'm going to get another soda. Later" with that, the boy went off to the cashier to get himself another drink

But then Gwen quickly got back to business, "So any idea on where she might strike next?"

"Not a clue" Grandpa Max held out his head, "But it has to be somewhere with a lot of people at once but doesn't attract too much attention. The market square was a good choice but I doubt she'll go back to the scene of the crime any time soon"

"How about here?" she pointed at the map.

"No, there a police outpost near that area"

"How about here?"

"Fire department is right across the street"

"And here?"

"Too big… she'll probably want someplace smaller so that she won't have to search the area" Max pointed out. "There are probably a dozen places she could strike around the city and we can't be at each place all the time"

But just as Ben returned with his new glass of soda in his hands, his Omnitrix again began to glow blue again causing him to jerk back. "Huh? What th…" before he could even finish, another surge of pain soured through his arm, and thus creating another vision up his eyes.

He could see a crowd cheering, cheerleaders dancing on the sidelines and himself playing basketball against the Bellwood Bees. The vision then changed to a boiler room right beneath the local downtown gym. She could see Charmcaster and her Horned Guardians preparing some sort of ritual or something. Once the ritual was completed, a great demon poured out the portal that she created.

Right after the vision ended, the boy quickly ran up to his family members and shouted, "I know where she's going to strike next!" this made grandpa Max and Gwen turn to him with confused stares. "Tomorrow evening, right after school" he began. "The local gym in downtown central… there's gonna be a game there"

"You mean the one you're supposed to play?" Max asked which was replied with a nod.

Ben then turned to Gwen, "You said that the shaman guy needed a hundred souls to open up the portal right? (nod) Well think of all the parents, teachers and students who are going to be at the game. She'll probably have more than enough people to open a bunch of those portals!"

"But don't you think attacking the gym during a game will attract too much attention?"

Ben shook his head in response, "No… she won't attack it. She'll do the ritual right there. With everyone busy watching the game, she can easily just turn them into soulless zombies" for once in his life, Ben had actually outspoken all of them. He had never won during a battle of words before since he was never really good at it. But now his words seemed to have actually made sense to both his cousin and his grandpa. For once they were actually out of words and good comebacks.

**(Ten minutes later, at the Rust Bucket)**

After researching Ben's theory of Charmcaster's plan on the gym, Max decided to get the schematic blueprints on the gym just to make sure that what Ben said is true. Once the blueprint came out of the fax machine, he quickly analyzed it and nodded, "Ben's right" he began, "There's a boiler room located right beneath the gym… and it's big enough to hold an auditorium"

"Why would a gym need a giant boiler room?" Gwen asked suspiciously, "Doesn't that place get hot enough even without it?"

"A few years ago, that building used to be a bank and that boiler room was used as a treasury" Max answered as he scanned through the blueprints once more to get some more info, "It was torn down a long time go"

"Oooo… do you think they still have some left over gold or cash?" Ben quickly popped some dollar signs on his eyes as his greed overcame him.

"I doubt you'll find any Ben" his grandpa replied with a chuckle, "When the construction team built the gym, they searched the place from top to bottom and they couldn't find a gold tooth there. Let's just stay focused on getting Charmcaster"

"Tch… works for me I guess" the boy huffed with his arms crossed. "So do we go in there now and bust her or what?"

"I doubt she'll be there now" Max held out as he sat on the dining table, "If you're right Ben, she'll be there when the game starts. We're going to need a plan"

"She'll probably won't be expecting us there so we'll have the element of surprise" Gwen added, "When the game starts, grandpa and I will go to the boiler room and stop her"

"What about me?" the young wielder of the Omnitrix shot out.

"You'll be busy playing the game" Max answered, "When we locate Charmcaster, we'll call you through your communicon. Maybe you can catch us during the first half of the game" Ben would love to argue with that, but Grandpa Max did have a point. He had a game to play, and even though he loved to go hero and beat the living daylights out of that sorceress and her horned creatures, he knew that his team would be counting on him to win the game.


	5. Ep 1 P3

**Episode 1: Team Spirit**

**Chapter 3: It's Game Time!**

**(Bellwood local downtown gym) (03:00 PM) (1 hour before the game) (Mean Machine's locker)**

Benjamin Tennyson and his teammates were in the locker room changing into their gym clothes and preparing for the game that was soon to come. He was going to be put up first on the mark and everyone expected him to give it his best. Ben didn't really mind the pressure since he was used to it already. He was just worried about the people that were coming in the gym. They had no idea what was truly going on beneath their sitting place and little did they know that they were going to be in some serious danger.

"Alright team, gather around!" called the coach as he blew his whistle. The players quickly gathered around him and listened to the morale boosting speech. "All right… I know you're all excited about this game kids, since some of you here are still new to the system. But even if we do win or lose, I want you all to go out there and give it your best shot alright! Don't let me down!! (yeah!)"

As the team exited the locker room, Ben quietly placed the mini earphone of his communicon on his ear and turned the little gizmo on at all times. He knew that Gwen and Max were more than a match for Charmcaster, but he still worried about them, constantly when he's not around to protect them.

"Grandpa Max?" the boy said quietly to the earphone, "It's me, Ben"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Down in the lower basement of the gym, Max and Gwen were hiding under some old machinery a few rooms away from the boiler room. "Ben?" Max answered, "We're nearing the boiler room right at the moment. Still no sign of Charmcaster or those Horned Guardians"

"And not a single spec of magic either" Gwen added, "Somehow… I don't think she's coming at all"

"Well the game is about to start in a few minutes" Ben told them through the other line of the communicon, "You guys just keep watch. I'll see if she's anywhere up here" and with that he hung up, leaving the two to remain where they were.

"Ugh… I don't think I can stay in here an hour longer" Gwen complained through the smell coming through the sewer pipes, "I've heard of dirty jobs, but smelly is a whole different kind of thing"

Max chuckled, "Well, someone has to do it. Besides, it's for a good cause anyway. We'll wait here for another hour, and if nothing happens than we'll go back up"

But then suddenly a voice yelled out from behind them, "Hey! Who the heck are you two!?" both Max and Gwen turned around only to see a normal everyday guard who was probably going for a late retirement sooner or later. He pointed his flashlight at them, looking at their every move suspiciously. "Oh ummm… we're uhh…" Max stammered through words unable to find a good excuse for their presence here.

"Oh I get it" said the guard, "You guys must be the plumbers here to fix the boiler room"

Max would've choked on his own luck when he said yes to him. It wasn't a total lie, since he was 'Plumber' after all. "Yes… yes we are" he replied finally looking relieved, "I brought my granddaughter along. She uh… is planning to follow in my footsteps" Gwen smiled fakely back at the guard trying to go along with the act for now and from the looks of it… the guard seemed to be buying the show.

"Is that so?" he said finally, "Well… I don't want to keep you from your work. The manager of the gym told me to give you the keys the moment you guys got here. That boiler hasn't been working properly for months." he then handed them the keys that led to the boiler room without waiting for their reply, "When you're done plumbing or whatever you do in there, just put the key back in the guard room by the main entrance. I'll be waiting for ya there. Chow" and with that the guard left. Completely oblivious to what the Tennysons were actually going to do.

"Is it me, or was that just plain luck?" Gwen joked as the guard finally left the room.

"Well whatever it is, we have the key. Come on, let's go and check it out" as they unlocked the door leading to the boiler room, the two of them quickly prepare for battle for they knew Charmcaster was not an opponent to be trifled with. "You ready? (nod) Ok… on three. One… two… three!" Max quickly kicked the door right open and aimed his laser pistol at the first ugly thing to come onto his sights. But as the two of them entered the boiler room, they were surprised that they found the place to be… empty.

Not a single soul was around. No Charmcaster, no Horned Guardians, no kidnapped victims… nothing. The only thing that was there was the boiler and what the guard said was right, the thing looked broken beyond repairs.

"There's… no one here" Gwen concluded as she looked around.

"Hmm… looks like no one has been here for at least a few weeks" Max added as he searched through the tight corners of the room. "I guess Ben's instinct must've been wrong after all"

"That's a surprise" Gwen replied sarcastically, "I guess that little act back at the pizza parlor must've been once in a life time chance"

"Well… there's no point in hanging around here any longer. Let's go back upstairs and watch your cousin's game. He might be on right now"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

And to Max's truth, the game was just about to get underway. Ben and his team were waiting on their benches for their opponents to come onto the court. As the stands were finally filled with parents, teachers and friends from all around, the MC of the game began.

"Ladies and gentlemen… welcome to the fourth elementary playoff! (cheers) We have an exciting game for you tonight, as the Madison Mean Machines of Madison Elementary will be facing off their school rival… the Bellwood Bees on full game! (cheers) So now… parents and teachers! Please put your hands together, for the Madison Elementary, Mean Machines!!" immediately Coach Brian and his team waved back to the crowd as cheers went as loud as the ear drums could take. From there, Ben saw his parents, Carl and Sandra waving at him. He waved back, but a little embarrassed when they took a picture of him.

Once the crowd died down a little bit, the MC continued, "And ladies and gentlemen, please give your cheers to the opposing team… the Bellwood Bees!! (loud cheer)" immediately Damien and his gang stood up from their seats and hailed like they were kings or something. With both teams finished with their little five minutes of fame, Coach Brian immediately called the players in for one last huddle.

"Alright team, remember what you practiced" he said a little nervous, "Pass the ball around when you're blocked. Shoot it when you got a clear shot and most importantly… teamwork! Alright?!"

"Yes sir!" they replied professionally.

"Good! Now go out there and make me proud boys!" as players from both sides got into their respective positions. The coach grew out a smirk as he knew that there was no way that the Bees could win. He had never seen such great performance coming from his students and from what they gave out this last few days, they had proven to be even better than those kids in high-school.

"Ready to get your butt served Tennyson?" said Damien as he positioned himself at the center line to be the jumper.

"Big words coming from a little guy" Ben shot back with a smirk, "If I remember… I was the one who won back in downtown"

But Damien simply grinned at his taunts, "Hope you enjoyed it… cause it's the last you'll ever get" as the referee looked at both jumpers, he positioned the ball between them and made sure they were focused. With one good toss, Ben quickly leaped up the moment the whistle was blown. He knew he was faster than Damien, but just when he thought he got the ball, Damien suddenly leaped up higher like he was a kangaroo or something.

To say the least, Ben wasn't expecting this.

"Everyone, back to defense!" Coach Brian ordered. But just before the team could even get to front right positions, Damien dribbled the ball and passed it to one of his teammates faster than a living bullet. The ball moved over again and again until the team could no longer tell where it was. Before the Mean Machines even knew what was happening, Damien shot out a three point with no blocking him.

"And the first three points goes to the Bellwood Bees!" the MC spoke out. "I got to say that was some amazing speed out there. I don't think I've ever seen one before!"

"It's alright guys" Ben reassured his team, "They got the first basket, but we can still catch up. Steve, you're with me, Cash and JT, you guys are on defense, the rest of you, stick with the plan!"

"Right!" the team nodded and quickly moved in.

But as the game progressed on, things turned only from bad to worst. As Ben's team tried to break through the Bee's tight defensive formation, they somehow managed to steal the ball right when it was passed. Not only were they stronger, faster and way tougher, but they were also in complete synch with each other. They were so in tune with each other's thoughts that it almost made them look like those cyborgs the Forever Knights used.

After the first quarter bell rung, the score was turned to 53 to 15. It was a complete disaster for Ben and his group. "Ok… I've heard of protein shakes before… but just what did those guys drink?" Ben wondered as he grumpily joined with his teammates back on the bench. The first twelve minutes of the game was extremely tough for them. They had a hard time just trying to get the ball into their grasps. The 15 points the team was able to score only came because of Ben's accurate shooting skills. As they all looked back at it now… it was no longer a five on five game but rather five on one. Ben was the only one who was able to block the shots the Bees gave out and the only person who was able to get the ball in the opposing basket.

"Alright team… drink up and rest up" Coach Brian ordered as he passed out several bottles of water to team, "We may have lost that first quarter, but we can still catch up"

"But how coach?" said one of the team members who was soaking with all of his sweat. "They're too strong. That big guy over there nearly crushed me on that last pass" he was probably referring to Damien who was busy laughing with his gang.

Not having the answer to their hopelessness, Brian turned to his most favored pupil Ben, who still had the same burning spirit of battle in his eyes, "Ben, I know you're giving it your all out there" the coach said in a begging tone, "But can you do something about this?" he gestured to the depressed feeling coming from the rest of the team.

"I'll try coach" Ben answered truthfully even though he was still uncertain on how he was to do to bring the team back into fighting spirit. He was still confused on how the Bees were able to get this strong in such a short time too. Two days ago, he was able to beat Damien with one hand tied behind his back, and now they seemed to have grown out their full potential or something! There was no way a person could improve this much in just two days. Something was definitely up, but what could it possibly be.

**(Boiler Room)**

Charmcaster, the sorceress bent on returning the great demon Glabados from the other dimension, had just arrived through a portal that she created from the abandoned subway station on the other side of town. After making sure that no one was around, she quickly closed the portal behind her and took out the tome of Glabados from her bag. "Hmm… yes… this place should do" she grinned around as she scanned the area for any intruders.

She then took a look at her watch, "Well what do you know? The second quarter hasn't even begun yet. That leaves me plenty of time to make the seal" with a flick of fingers, two clay animals popped out from her bag and began drawing some kind of symbol on the wide open space. "Now now you two. Make sure you get it right this time. I don't want to leave a stain when I'm done"

**(Back in the gym)**

As the second quarter of the game began things didn't change much at all. Ben put his whole heart into the game, but it still wasn't enough. He used every trick he had under his sleeves and all of them worked perfectly. But without sufficient aid from his teammates, it seemed impossible just to catch up with the Bees. "Come on Steve, keep up!" Ben ordered as he ran back to his side of the court for defense.

"I'm trying I'm trying!" his pal replied panting like a wet dog. In fact, every member of the Mean Machines were tired… exhausted more like it. After running back and forth for so long, it seemed like their fatigue was catching up to them.

Coach Brian had swapped every member of the team except for Ben since he was the only one who actually stood a chance out there. Not only that, but he needed him on the field so that the morale of the team wouldn't sink down. If Ben was out of the court, he knew that the team would surely fall under the might of the Bees.

The score was now 70 to 30 and the Mean Machines were falling far behind.

"Come on everyone keep moving!" Brian cheered out for them, "We can still win this! Defense and offense! Try to get the ball away from them"

Ben panted deeply as he wiped the hot sweat coming off his head, "Huff huff… It's a lot easier said than done coach" he said before moving back to his defensive position. As Damien came in, Ben quickly took charge of blocking him. He was the best player they got and it was his duty to stop him from scoring anymore points. "Bring it on meat ball! I beat you once, I can beat you again!"

"Why don't we find out!?" the blonde gangster replied with a wide grin. As he dribbled the ball forward, he tricked Ben and super dunked on the basket, shaking the whole court like a mini earthquake. "YEAH!! Who's the king now Tennyson!?" he roared out loud as the crowd cheered onto him.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Back on the stands, Gwen and Grandpa Max decided to sit back and relax while the game went on. Seeing that Charmcaster wasn't there, so there was no danger to be afraid of. But after seeing that last dunk made by Damien, Max seemed to be scratching his head like a buffoon, "Whoa… what are parents feeding their kids with these days?" he asked to anyone who could answer, "Back when I was his age, I could barely even reach the basket"

Gwen nodded in agreement seeing that it is merely impossible for an eleven year old, "It's a little strange. I don't think kids of that age are even capable of jumping more than 6 feet. Either they've been training too hard, or their shoes are made of springboards"

"I know… but you have to admit, Ben is really giving it everything" Max noted the boy's tired expression and exhausted body. The only time Ben was able to get a break was during a time out session and quarter ends. The boy was sweating so much that he'd wish he could go hero using his Omnitrix.. That way he would win for sure using Fourarms or XLR8 to tip the odds.

A few minutes later, the bell rung, signaling the end of the first half of the game.

"And that's the bell for the final half of the game!" said the MC, "The Mean Machines are down by 79 to 35. Will they be able to catch up against the Bees? Only time can tell. The teams will now have their twenty minute break"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

As Ben and his teammates returned to their benches, a great sigh of exhaustion came out of the boy's throat. His small body's metabolism wasn't built for this prolonged game and he was afraid that the moment he closed his eyes for a little nap, he might fall asleep.

While the coach continued to brief the rest of the team, Gwen suddenly showed up with a water canteen in her hands. "Gwen? What are you doing here?" asked Ben a little surprised to see his doofy cousin here.

"Grandpa wanted me to give you this" she tossed the canteen to him which he caught professionally, "You look pretty tired"

"Gee… aren't you the master of the obvious" he replied sarcastically. "Man… I think I broke my back bone on that last block. They're really killing us out there"

"But don't you find them a bit strange?" Gwen asked crossing her arms together.

"Other than them being super powerful, super fast and extra tough? (pause) Nope…" he replied again sarcastically.

"Well the other day you could've beaten that Damien guy blindfolded. And now he's a living terminator in basketball clothing"

"I've been wondering about that too" Ben agreed, "Those guys are way too strong to be elementary school students. I got a hunch that Charmcaster is behind it"

"Ben, we already checked the boiler room, she wasn't there. And I didn't find any traces of magic"

"Well then how do you explain how those guys got so good?" Ben pointed out the obvious, "There's no way they can improve that fast in just two days of practice"

Gwen couldn't disagree with that. She also found it to be very suspicious for the Bellwood Bees to improve in such short time. Not even the pros could do such a thing. "Well, why don't we investigate?"

"I can't" he replied almost too quickly, "The coach needs me for the third quarter. They need me" again, Gwen couldn't argue with that either. After seeing his performance on the grounds, she could tell that the team was really looking up to him and without him to lead the group; they'll be crushed before dinner time. "Alright" for once she submitted, "I'll go and see what they're hiding. You stay here and try to win the game"

"Already got it covered" he gave out a thumbs up and hastily made his way back to his other teammates.

A few minutes later, Gwen decided to spy on Damien and his gang. With the crowd and most of the teachers and faculties busy chatting with one another, she was able to slip pass them like a skunk through a street full of mimes.

"Hey coach, we're off to the rest room for a minute!" shouted Damien to his coach to which the guy nodded in response. As he and his gang went pass the locker room Gwen began to get a lot more suspicious. She continued to follow them deeper and deeper into the building. After crisscrossing through the sharp corners of the building, they finally came to the private men's room.

But then surprisingly, they simply passed by and went off towards the door to the basement. Again their actions became more and more suspicious. They were like a group of gangsters with their own secret hideout or something. "Hmm… going to the restroom huh" Gwen said to herself as she watched them secretly going into the basement.

After following their trail for another few minutes, she was getting a little sensation of dejavu. She remembered this place. It was the boiler room! Quickly following the sound of their footsteps, Gwen arrived at the door that the gang had just gone through. She knew that barging in there was not a good idea after making sure that the last of them were gone from the vicinity of the door, she quickly took a peek through a small the gap to find out what those kids were doing. It was only a few more minutes till game time and these guys were going to be late.

But when she looked at what was on the other side of the door, her eyes grew as wide as tomatoes. "Charmcaster!?" she muttered out her name.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"So, are the sacrifices, ready?" asked the sorceress to Damien and his gang.

"Yes… mistress…" they all replied like brain dead zombies.

"Excellent… the final stages of my plans are now complete. And with this seal, I will put the souls of those people into it and bring forth… Glabados… the ancient demon of the Aztecs!" she let out a grin and quickly made her way back to the Tome of Glabados. "Now let's see if I'm missing anything. A magic seal, check, 100 souls, check. Now all I have to do is to summon the Horned Guardians… (chuckle) Easy enough. Mierto Gadarnia!"

The moment she said those magical words, Damien and his gang began to change. Horns came out of their heads, their jaws grew larger, their bodies became freakishly muscular and their eyes became crimson red as blood itself. They were the Horned Guardians that attacked the market square yesterday.

"Oh… this is just too easy…"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

When Gwen saw this she knew right away that Ben was right. Although she found it hard to believe that his guess was correct, she still had to do something about this. She was no match for Charmcaster and the Horned Guardians. "Oh man… I gotta call for help" she quickly picked out her communicon and dialed Grandpa Max's number. But just when the dial tone was ringing, the door leading to the boiler room burst open, making her yelp back. "AHH!!"

"Ahh… Gwen… somehow I knew you'd find me here" Charmcaster mocked as she rode on one of the backs of her horned creatures. "You always were the brains behind that boy's brawns anyway. Come for a little rematch?" but then she quickly noticed the communicon lying on the floor, "Oh… and what's this? A little telephone? (crush!) Bring her inside! She'll have the honor of being the first to witness the great Glabados's resurrection!"

"Gee, that's a mouthful" Gwen mocked even though she knew that she was already facing her doom. Without her communicon, she was unable to call for help and she doubt her scream would be able to reach out of the basement. Besides, with crowd roaring all around the gym, it would be hard just to get anyone to hear anything at all.

**(Back with on the ground floor)**

There was five more minutes left till the bell rung for the third quarter of the game. Ben had spent his entire twenty minute break sitting down and trying to catch his breath. He had played two quarters straight without much of a swap out and now he was going to be sent out again to battle against the invincible Bellwood Bees for the third time. He was exhausted beyond the capacity of a normal kid but he had a duty to fulfill and that was to lead his team out there to the bitter end.

"Hey Ben, ya ready?" Coach Brian came up looking a little hopeless after seeing the scoreboard. "Next game is up in five minutes"

"Yeah… I'm ready" the boy replied with his legs a little wobbly from exhaustion. "Don't you worry about a thing coach…I'll get this team together one way or another" but just as the boy lifted his tired body from the bench, his Omnitrix again began to turn blue, making him jolt back for a second. He knew whenever this color came, it was another road trip to pain-villa. It wasn't as painful as when the time it was going to self-destruct, but it still hurts. Once the pain surged through his arm, another vision came through his eyes.

He saw his cousin Gwen being held up in the boiler room with Horned Guardians guarding both sides of her arms. From there he could see Charmcaster, opening some sort of a portal to another dimension. A giant demonic hand came out of the portal and with it she began to collect souls from the people above the boiler room. With the ritual completed, the great demon Glabados appeared and wrecks havoc onto the city.

Once the vision ended, Ben was only able to mutter one word. "Gwen…" with feet as fast as lightning, the boy quickly ran away from sight to find a secluded spot so that he can change into one of his hero forms. "Ok… first… how do I get these people out of here?" he said to himself. He knew that all these people were in danger and he had to get them out of the building as fast as possible. The boy walked back and forth trying to thin of a way to get the people out.

He could've easily just scared them off with Ghostfreak, but that wouldn't do much when he fights against Charmcaster. "Come on Ben… think… think! How do I get these guys out of here without all the panic?" it was then his prayers were answered when he noticed a fire alarm system at the wall. "Hmm… that'll work" with one quick move he pulled the lever which triggered the fire alarm system.

The crowd were first confused on what was going on, since they didn't exactly see any fire happening. "Umm… excuse me ladies and gentlemen" came the MC's voice, "The fire alarm has been triggered but please do not panic. For your safety, please exit the through the main entrance in a single file, thank you" with the audience slowly exiting the gym one by one, Ben knew that it was time to heat things up.

"Ok… now to heat things up! Going hero!" with a press of the Omnitrix activation button, he immediately turned into Heatblast, the pyrotechnic alien. "Oh yeah, now we're talking! Now to go and find Gwen" with his amazing fire abilities, he quickly flew his way towards the basement, where Charmcaster was preparing to finish her ritual.

On the other side of the gym, Max immediately saw Ben turn activating his Omnitrix. That could only mean that trouble was not far behind. "Ben…" he muttered before following. But before he could give chase to his grandson, a wave of people began flooding the opposite way, dragging him along, "Oh excuse me… wait… I got to get to… excuse me, pardon me!" it would be a long time before Max would be able to pull himself out of that mob.

**(Boiler room)**

As Charmcaster continued performing the ritual of the tome, Gwen was busy trying to pry herself free from the ropes that she had been rudely tied with. "Try all you want princess" Charmcaster began, "But it's pointless to struggle. Soon the great demon will come through this portal and with the souls I have gathered above will be his first victim! You should consider yourself lucky. You are about to witness history in the making"

"Thanks, but I'm not exactly good with magic history" Gwen shot back as she continued to struggle through the ropes.

"Tsk tsk tsk… and to think that you were actually a talented speller" but the sorceress's mocking tone became her downfall when a blast of fire burst into the room.

"Try spelling this out sister!" Ben (Heatblast) shouted as he dove in to the rescue. "Spelling time is over! Why don't you try going to the workout gym once in awhile!?"

"And become a muscle headed loser like you? No thanks!" with a flick of her fingers, the Horned Guardians quickly came to attention, "Horned Guardians! Sick on that new chew toy!" the beasts immediately began attacking Ben with ruthless determination and speed.

"Aww man… not you guys again!" the boy groaned out loud as he avoided their attacks. He didn't like these guys and with good reasons too. They were disgusting, they drool on you when you beat the daylights out of them and hard to take on in large numbers. "Alright then! Have it your way!" annoyed by the horned monster's persistence, Ben quickly fired out a burst of flames out of his hands and sent them all flying to the ground.

"Ben, don't hurt them!" Gwen warned.

"Why not!?"

"Those horn guys are Damien and his gang! Charmcaster placed them in some kind of mind control or something! They're still human!"

"Ha! I knew they were cheating somehow!" he grinned triumphantly, "But I never expected to cheat using magic. Hey do you think you can turn me into an octopus? That would be so cool having six tentacles ahehehe" but his laugh was cut short when another one of them horned monsters came in and attack, "Ok you guys. I know we an't the best of friends, but do you really have to take this so personally? Can't we talk this over? (GRRRAAA!!) I guess the feelings aren't mutual" he then leaped away to a safe distance where he can set up some kind of plan to knock them out without hurting them… too much.

"Ben! Do something!" Gwen yelled out.

"Hey, you try thinking under pressure!" he shot back. But then an idea quickly popped onto his head. "Well I guess if I can't hurt them… I'll just have to trap them out!" he quickly headed in to a small janitor's closet, "Alright doggies… why don't you try and catch me…… if you can!" with the Horned Guardians being as stupid as a mule, they easily fell for the taunt and were all crushed inside the janitor's closet. Ben then closed the door and melted the lock with a blow of his flames. "Now you guys stay in there while I deal with the ugly lady"

But just when Ben was about to go and crush Charmcaster's face with his hot rock fist, the portal leading to another dimension finally opened up, revealing a kind of warp storm similar to the Null Void. "At last… it is finally done! (ROAR!!) Come forth, Glabados, the ruler of the Aztecs!"

Immediately a giant hand appeared out of the portal just like the one in Ben's visions. Its nails were as long as witches and its skin as red as rose petals.

"I call upon the souls of the living! Come…… and open the portal, so that I may rule the world! AHAHAHAHAHAHAHAHAHA!!" but just when she chanted her magical words to bring the souls of the living in…… nothing seemed to happen. "Eh? I said… I call upon the souls of the living!!"

"Sorry lady, but your buffet table has just been canceled!" Ben smirked as he shot out a fireball at her. With Charmcaster distracted with her burning coat, the boy quickly took this opportunity to free Gwen. "You really need to stop getting captured all the time" he joked.

"Gee, I'll try putting that in my reminders next time" she replied, "But how did you know I was in trouble?"

"Let's get out of here first!" Ben recommended, "I don't wanna get squashed by Godzilla's hands"

"No wait! We can't leave now!" Gwen pulled him back even though his body was hot as magma, "Yeow! Grr…! We have to destroy that book. It's the only way to close the portal!"

"Well why didn't you said so in the first place? I'm on it!" with one gallop, the boy quickly rushed into the center of the summoning portal where the book was located. But before he could use his pyro abilities to burn it into a crisp, Charmcaster came in and blocked him. "Nice try loser!" she taunted, "but you're gonna have to do better than that if you wanna get passed me!"

"Hey, I wouldn't want it any other way!" with his pyrotechnic abilities, Ben quickly conjured up a powerful flame thrower attack and blew it through his mouth. Charmcaster's shield was not wide enough cover both her and the book at the same time, so without sufficient protection, the book got burned and toasted into nothing but ashes.

"NOO!! My powers!" Charmcaster tried to save the remainder of the book, but by doing so, she was caught by the hands of the demon Glabados, "What the?! Let me go you creep! Let me go! AHHHHHHH!!" by the time she was able to scream out loud, the portal to the other dimension closed up indefinitely. Never again, allowing evil to come through that gate ever again.

An awkward pause lingered over the boiler room after the portal closed up. Ben knew that he won, but was it a really good idea to let Charmcaster go into that realm? I guess we'll never know what she might discover in there.

A few seconds later, the Omnitrix symbol on the Pyronite's chest began to beep red (Pyro meaning fire) thus returning Ben back into his human form. "Nice job burning that book" Gwen complimented.

But the boy simply waved it, "Nah it's nothing. I've been burning dictionaries and library homework back when I was still in third grade. I got used to it"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

**Epilogue…**

Right after Ben sent Charmcaster into the portal of another dimension, everything seemed to have turned back to normal. Damien and his gang had returned to normal human beings jut like before with no memories whatsoever when they were being controlled by a crazed witch.

When the fire department discovered that the fire alarm had been a false alarm, the schools agreed that the game should resume. But now with the grounds finally on equal footing, Ben and his team were able to turn the tide back in their favor. During the final quarter of the game the score was tied 90 to 90 and with twenty seconds on the clock. Ben, steals the ball from Damien… and with his accurate shooting skills, he was able to end the game with two points in the lead.

"And that whistle signals the end of the final quarter of the game!!" the MC yelled out, "The winner of the game goes to Madison Elementary! (loud cheers!)"

Ben was immediately given the honor of getting carried around by his teammates throughout the gym. He always was a glory hog, from Max and Gwen's opinion, but right now… they believe that he deserved it. He was after all the only one who really thought that they had a chance to win.

Right after the students began to leave the gym one by one, Ben decided to get his things from the bench before he moves out. He didn't want to leave anything behind like he always does. But just when he was double checking his belongings, Coach Brian came by to congratulate him on a game well played.

"An excellent game Benjamin Tennyson" Brian began, "I can't believe we actually pulled it through"

"Hey, we all did it coach" the boy replied modestly. If either any member of his family actually heard that, they would probably faint already. "Besides… I didn't really score that much"

"Heh… still the same Tennyson I remember" Brian smirked back, "A modest kid who's also a glory hog hehehehehe. (pause) Well anyway… here… I think this belongs to you now" he then handed Ben a gold round plate with the letters MVP carved onto its center.

"Whoa! My first MVP badge! Awesome!" to say the least, Ben was beyond ecstatic to finally get something that he would treasure, "I can't believe it! You really think I…" but Brian simply waved his hand to stop the boy from speaking anymore. "If you have any reasons why you shouldn't deserve that medal Ben… I don't wanna hear it. You've earned that badge more than I ever did back when I was your age. If I had a player like you back in my time… we would've made it to the international playoff centuries ago hehehehehe" and with that, the coach departed towards the exit to end a good day.

Ben smiled and held the gold plate in his hands tightly like it was his own heart. He always knew he would get an MVP badge someday, but he never thought that he would get it on his first game.

**(Time skip 30 minutes) (Rust Bucket)**

After the trio had left the gym, Max volunteered to bring his grandkids back to their home safely while the parents went off towards their late night works. The trip was decently quiet and nothing seemed to be bothering him or his grandchildren at all.

Ben was busy cleaning up his newly acquired MVP badge, Gwen was busy reading and Max was busy keeping his eyes on the road. It was a nice end to a nice day and it was always nice to have a nice end to a nice day. As Max pulled over by Gwen's house, he turned back to his granddaughter and smiled, "See you later Gwen"

"Later grandpa…" she then paused as she turned to Ben. After a moment of silence she spoke up, "Congrates on your victory too dweeb"

Ben really didn't expect a compliment from her, but it was still nice to hear. "Uh… thanks…" he replied a little surprised by her compliment.

As grandpa Max drove off, Ben quickly remembered the water canteen that he got from Gwen, "Oh yeah grandpa. Thanks for letting me use your water canteen during the game. It really helped"

Max looked back at him raising a confused brow, "Water canteen? (pause) Sorry Ben, but I didn't bring any water canteen with me. I only drink from bottled water, remember?"

"Then… who's canteen is this?" he then looked at the bottom of the container and noted that there was a name.

'Gwendolyn T…'

**End of Episode**


	6. EP 2 P1

**Episode 2: A Blast From The Future**

Summary: In an attempt to stop Dr. Animo from ruining the world, Kenneth Tennyson has been accidentally sent from the future and into Ben's time line! What will happen when future father meets his own flesh and blood? Will it help the past Ben or cause nothing but trouble?

**Chapter 1: Hi, I'm Your Son**

**(Bellwood city) (30 years into the future!) (City docks)**

Dr. Animo, the deranged scientist of earth who was bent on turning the entire world into a living experiment was hiding in one of the old dock's warehouses creating his latest experiment. After being captured and defeated by the Tennysons for the hundredth time, he decided that it was time to change his plans a wee little bit.

As he put in some sort of code inside his super computer, the gizmo that looked like some kind of portal gateway began to activate. "At last… once I send the space time contingency to the right coordinates… I… Dr. Animo, will return to the past and alter the future as it is!" his mutated animal army began cheering at him, hailing him like some god king. "Yes, my lovelies… you will all have your chance! Once I open the portal, you shall all rush in and destroy everything in your path!"

But then suddenly, the main entrance suddenly burst open. Even though it was made entirely out of steel, the force on the other side was able to tear it down like wood. As Animo coughed off the smoke, he soon realized that the intruders were none other than Ben 10,000, his son Ken 10 and adopted son Devlin and Gwendolyn Tennyson.

"Dr. Animo…" Ben 10,000 began, "Sorry to interrupt, but I didn't know it was 'bring your pets to work' day"

"You again Ben Tennyson!?" the villain said in disbelief, "But how did you defeat my…"

"That wooly mammoth of yours?" Ken interrupted grinning with his buddy Devlin, "After realizing that it was just a robot, I just went Upgrade and shut it down from the inside. Way… too easy"

Animo gritted his teeth in anger as he knew he was messed up. He couldn't take on the whole Tennyson family alone and his mutant animals would only delay the inevitable. "But you won't get me this time Tennysons!" he yelled out in pure anger, "Once I've completed my time machine, I will go to the past and destroy you and your stupid cousin once and for all!"

"Hey! That's a great idea!" Ben 10,000 said amazed, "Usually I don't mind the whole… changing the past thing, but if you can get Gwen out of here, I'd be more than happy to…yeow!" Gwendolyn simply elbowed him on the sides, "What? It's a great idea!"

"You never grow up… do you?" the girl asked with a ticked off face. The others simply laughed at this.

"No time for idle chitchat" Devlin called out as the mutant army prepared to attack, "Looks like they aren't coming peacefully"

"Go my pets! Feast on their bones and marrows are sucked dry!" The mutant animals quickly attacked the Tennyson force with their claws, fangs and what other weapons they had.

"Time to show these guys, who the boss of this town really are!" immediately Ben 10,000 turned into Benmummy while Ken 10 turned into XLR8 and while Kevin turned into his mutant form. "Let's do it!"

The battle was probably a sure win for the Tennysons. With two wielder of the Omnitrixes fighting side by side along with the most powerful sorceress and a streetwise gangster mutant soldier, they almost literally creamed the chimeras into oblivion.

"You know…" Gwendolyn began, "Don't you think fighting is getting kinda old?"

"What do you mean?" Ken asked while beating some of the mutant birds with his fast paced speed.

"I mean it's always the same thing" she sighed, "A bad guy comes in and puts the world in danger. We investigate and then we come in and stop him. It's really getting kind of old"

"I know what you mean" Ben 10,000 smirked, "Fighting the same bad guys over and over and over again must be exhausting. Hmm… I guess you really are getting old Gwen, whoa!" the man nearly got hit by a metal bar that Gwendolyn threw out, "Hey watch it!"

"Sorry… my hands must've slipped" she said sarcastically before charging back at the chimeras.

As more and more of Dr. Animo's mutated animals came in, the villain himself prepares to warp back into the past so that he could permanently alter the future. "At last… my time machine is finally ready!" he then turned back to the Tennyson force, "You may have won this battle Tennysons, but I will the one who wins the war! I'll make sure to send your regards to your past self! Ahahahahahahahahaha!"

"Why don't you send this along with it!?"

When Animo turned around, his face was immediately greeted by one of Devlin's four fists. "You think brute force can stop me child!?"

"No, but it can make you squeal in pain until you give up!" he shot back charging a fireball in his hands. It wasn't long then till Kenny (XLR8) arrived to aid him, "Nice one dude! If we can beat this guy now, he might still have enough time to catch the movies!"

"Such reckless youth" Animo began, "If I can't destroy you in the past… then I guess I'll just have to destroy you here in the present!" with a slam of a giant red button, the entire facility began to tremble like there was an earthquake beneath it.

"Warning…" came the computerized voice, "Self destruct sequence activated. Warehouse destruction in… twenty seconds. All personal, please evacuate the facility on the nearest exit"

"AHAHAHAHAHA!! Witness my final act Tennyson!" Animo grinned from ear to ear as spoke out, "This facility is wired directly to the city's nuclear power plant! When this facility blows up, it will cause the catastrophic meltdown that will send this entire city into chaos AHAHAHAHAHA!"

Ben gritted his teeth as he knew that this was bad. There were still some of Dr. Animo's chimeras lying around and to dismantle a bomb in just twenty second was something he couldn't possibly do.

"Twenty seconds?" Kenny replied humorously, "Plenty of time for XLR8!" and while he was still in his Kineceleran form (combined with the words kinetics and accelerate) he quickly began tinkering with the machine hoping to find some sort of deactivation key or something. "Now let's see… press this button here and this and that. Break a few wires here and there"

Animo saw this and quickly began to worry, "No! What are you doing!?"

And then suddenly the power in facility closed off, shutting down both the time machine and the self destruct sequence. "Oh yeah! Who rocks baby? Ken 10 saves the day once again!" the boy let out a loud cheer, but it was soon cut short when the time machine began to go haywire. "Huh?"

"You fool! The time machine requires constant power to maintain its stability! Now it is overloading with all the plasma energy! You just doomed this entire city block!"

"Uhh…… oops?"

"Everyone let's get out of here now!" Ben 10,000 ordered. The group gladly agreed and began evacuating the facility, ignoring the chimeras along the way. But just when Kenny was about to leave, he noticed that there was an image coming from the time machine. He could see something Bellwood, 30 years ago, when Ben was still a freelance vigilante and wasn't a full time hero. But just as he was about to dash away, a sudden explosion occurred, sending a shockwave at him, pushing the boy into the portal. When Ben saw this, he quickly dread about what might've happened to his son, "Kenny!"

**(Bellwood city) (Present time)**

Grandpa Max was driving through the city streets of Bellwood to pick up his grandkids from school again today. With both of their parents busy with work, it has become a routine for him to pickup and drive his kids to their respective schools. "We'll be coming around the city when we come" he sang out his favorite sing-along as he drove through the empty streets. "We'll be driving around the Rust Bucket when he come!" but just when the old man was about to take a sharp turn on the corner, a great big flash of light appeared, blinding him completely. "What in the world!?"

Luckily the flash only lasted about two or three seconds when it finally died down. Max first thought that it was just some sort of a firework show or something so he didn't mind it. "Darn kids don't know when to play with fireworks" but just when he put his eyes back on the road, he noticed that there was a tanned skin boy right in front of him, "AHHH!!" he yelped out to the top of his lunges as he stomp the breaks with his two feet.

Fortunately, the RV managed to stop a few inches away from the boy, however… the boy was so in shock that he fainted. Max saw this and immediately became worried. He came out of the RV and checked if the kid was ok. "Hey kid, are you alright?" he carried the boy in his arms and shook him to see if he would wake up. "Hey… wake up… hey!" but then suddenly when the boy's arm fell, Max heart almost stopped for a whole fifteen seconds. What was attached on the kid's left arm… was the Omnitrix… and it was still working.

**(Opening theme) (ahehehe)**

**(Madison Elementary school grounds)**

After the final school bell had rung, Ben and his classmates immediately left their classrooms so that they could head back home. After school time was always the boy's favorite time of school. It felt so right and so… free. "Oh yeah… nothing like a good perfect day to start off with a bang" he said to himself as he took a whiff on clean air up his nose. "All that's missing now would be a double cheese burger and a bottle of soda.

As the boy walked through his school grounds, he was immediately greeted by some of his schoolmates and classmates. After the boy 'single-handedly' won the game against the Bellwood Bees the other day, he had been getting some respect from his fellow students. He was popular to some and was probably even considered a celebrity for a day.

But his glory hogging time was soon cut short when he noticed the Rust Bucket parked right up in front of the school. It was odd for Grandpa Max to come by this early. Usually he would be at least twenty or thirty minutes late since he also needed to pick up Gwen from her school as well. "Ben!" the old man shouted from the side window, "Get in here quickly!" Ben knew right away that something serious was going on. The tone of Max's voice was stern and strict, meaning that trouble was not too far away.

"Hey gramps, what's the emergency this time?" the boy said casually as he entered the RV. Max didn't answer yet. He simply drove off and made sure that they were taking a easy way home. Noticing the old man's worried face, Ben decided to turn to his cousin Gwen who was sitting on the dining table. "What's up with grandpa?"

But Gwen simply shifted her shoulder, "Dunno… he's been acting like that ever since I got in here" she replied, "Maybe there's been another alien attack or something" but little did they know that they were going to get themselves a big surprise.

After a few minutes of driving through the main road, Max decided to put the RV on auto pilot so that he could talk with his grandkids. The two of them were ready to face off any opponent, but facing a serious grandpa Max was probably a whole different kind of story. "Ben…" the old man began, "Do you still have the Omnitrix with you?"

Ben raised up a quizzled brow when he asked that. Of course he still had it. The thing was latched onto his arm and there was no way to remove it unless you rip his arm off too. "Uh… yeah… why?" he asked a little confused.

"Good… because there's someone I want you to meet" immediately there came a flush from the toilet which alerted the trio of another presence in the Rust Bucket.

"Hey, great grandpa" came a voice similar that was about ninety percent similar to Ben, "The toilet's broken again" when the figure came out of the lavatory, Ben and Gwen opened up their jaws so wide that Max could've swore he saw a mosquito pass went through. What stood before them was probably a tanned skin version of Ben. He was wearing the same black and white T-shirt and baggy pants and had the same green eye as them.

The three of them continued to stare at each other for a whole minute unable to move from the shock. After a whole three minutes passed by, Gwen was the first to recover, "Whoa… total weirdness" she said calmly, "Grandpa… who… is that?" for a moment there, Gwen was thinking that the boy might've been some sort of long lost relative that appeared out of the blues. Ben on the other hand was thinking that he was some kind of genetic clone modified like in those movies he saw. Of course, that kind of cloning capability was far beyond the limits of man… was it?

Max let out a soft chuckle and he rubbed the back of his head, "Ahehe… Ben… allow me to introduce you to Kenny… your future son"

**(Time skip ten minutes later)**

As the gang finally managed to settle down at the dining table, Ben and Gwen sat on the opposite side of Ken while they allowed Kenny to explain the reason why he was here. He told them things that only they should know so that they won't alter time itself. Heck, just him being here is probably altering time itself already.

"So that's what happened" Kenny finished off explaining, "When Animo blew up the facility, I got sent back here through his time machine"

"Ok…" Ben replied still unsure on how to talk with his own son, "Let me get this straight… so you're my son…"

"Yeah!" Gwen yelled, "That's what he's been telling us for the past ten minutes!"

"But if you really are my son… what's my favorite alien form?"

"That's easy" Kenny replied with a smirk, "Right now, you're about my age so I think you still have… Fourarms, Wildmutt, Ditto, Diamonhead, XLR8, Wildvine, and ohh how about Ripjaw? Nah… he always needs water. It's either got to be Fourarms or Diamondhead"

"Hmm… close enough" Ben replied holding up a smile, "But how did you get the Omnitrix?" he gestured to the boy's Omnitrix which was similar to his.

"Oh this?" Kenny raises up his Omnitrix and showed it to him, "You gave it to me on my tenth birthday" he explained, "It's totally cool! I got myself about fifty aliens in here! There's Snakepit, Sandbox and Atomix! That one is probably my favorite!"

"Ok… enough about the Omnitrix" Gwen interrupted, "Now that you're here, we should try to find a way to bring you back! If someone stays in the past for too long, it could indefinitely alter the time stream"

Ken simply gave out a confused stare at her as she finished. "And who are you supposed to be again?" he asked innocently which was replied with a chuckle from his great grandpa, "That's your aunt Gwen" he answered to which the boy gave out a shocked face. "WHAT?! No way! You're aunt Gwendolyn? But…but your hair it's… way… too short and I'm sure she didn't wear that silly outfit back in the future. But I guess everyone here is different in the past. I'm sure great grandpa Max wasn't that big when I first met him" Gwen quickly took a look at her own clothes while Ben was busy laughing at her.

"Hey! What are you talking about? These clothes are still in style!" she shot back fuming

"Yeah… for dweebs" Ben mocked stiffing up a laugh. "Maybe we are related after all" he motioned to Kenny.

"Oh… and you think you know fashion better than I do?" she stretched out the 'oh' word a little bit to express her sarcasm.

"With that kind of fashion sense, I'd rather take advice from a clown" both Ben and Kenny laughed out loud followed by a good high-five. "Man… maybe you and I are related after all" he said to his future son with a smirk.

"Yeah, great grandpa Max always said that you and I were alike, but I never thought he meant it to be so literally" Kenny replied holding a similar grin as his father. "Man, I can't believe I'm seeing my own dad… as a kid again"

"Ok, but what are we going to do with you?" Gwen asked seriously annoyed of having two Bens in the RV, "We can't exactly bring him back to Ben's house and say: Hey mister and misses Tennyson. This is Kenny, your grandson thirty years from now. Can he stay with Ben for awhile while we try and find a way to bring him back to the future?" the other three members of the family simply looked back at her with a curious eye.

"Gwen is right" Max admitted, "Kenny will be staying with me until we can sort this thing out. You two however, need to get back home. We'll talk about this tomorrow"

"Aww… can't I stay with Kenny a little bit longer?" Ben begged, "We were just getting to know each other"

"Sorry Ben, but you have school tomorrow and I believe that you have some assignments to finish" the old man replied knowing full well the danger of Ben being with his own future son. If Ken came into his house, who knows what kind of questions the boy will ask.

"No prob gramps" Ben stated out, "I finished my homework back at school. I just turn into Gray Matter and poof… instant A (plus)"

"Me too!" Kenny added, "Its so way better than studying. Maybe you are my dad after all"

"Alright, alright you two. Enough" grandpa ordered as he messaged his temples. Having one Ben was already a handful, but two Bens will somehow lead him to an early grave. "We're coming up on your house now. And remember… not a word about this to your parents… ok?"

"Sure thing grandpa" Ben and Gwen said in unison.

"Like my parents will even believe that my own son came from the future" Ben added.

"I'm just surprised you even got married" Gwen mocked back.

**(Ten minutes later)**

Right after both Ben and Gwen returned to their respective homes Max quickly made sure that his future great grandson was comfortable during his stay here. After driving back to his original campsite, he quickly brought out some of his blankets from the closet and set it out. "Alright Kenny" he began, "You'll be staying with me for tonight, so try to make yourself feel at home"

"No worries great grandpa" the boy replied in a very Ben-like way, "Back when I was eight, you used to take me around the world on the Rust Bucket…… of course… it was a lot roomier in the future"

The old man chuckled, "Ahehehe… I guess the future isn't exactly set in stone as you thought it'd be" he then stood up and walked towards the kitchen, "Are you hungry? I can fix you some supper if you want" Kenny quickly held out his mouth and stomach as he knew that his great grandpa Max wasn't exactly the best chef in the world. He was good with mechanical weaponries and computer science stuff but when it comes to the kitchen, he's as terrible as a witch cooking a poison for snow white.

"Uh… no thanks" the boy replied quickly, "I uh… I had a big lunch when I came" he then retired himself to the bedroom where it was cozy enough for human standards.

As Max cleaned up the place a little, he couldn't help but wonder what Gwen had said before she left. True… Ben had a son, but then who was the mother. He wanted to ask, but that would only ruin the future and spoil the greatest surprise in the universe. The man had to constantly curse himself for just even thinking about it. If there was a way to make him close his mouth for the rest of his life, he would've done long ago, but every time he looks at Ken, that same question would pop in over and over again making him go whack.

After a few minutes later, he finally submitted, "Umm Kenny… do you mind if I ask you a question?"

The boy looked back at him confusingly before replying, "Yeah, sure gramps"

Max rubbed the back of his head a little guilty of asking this question but his curiosity seemed to have gotten the best of him, "I know I shouldn't be asking this, but I got to know: Who's your mother?"

Kenny's mood seemed to have saddened when Max asked him that question. His usual happy go lucky smile immediately turned into a deep frown and his cheerful expression vanished from his face.

Grandpa saw this and immediately began waving out his hands defensively so that he wouldn't look like a criminal when Ben and Gwen finds out. "But if you don't want to talk about, I completely understand!" he said in a very fast pace.

"Dad never really talked about mom" Ken began with his eyes hiding behind his hair, "Whenever we talk about it, he usually changes the subject. I don't really know much about mom. He never mentions her to me or anyone. He likes to keep secrets sometimes…" Max's heart seemed to have been ripped that night. He could see that his mother was a touchy subject for both him and Ben in the future and he hope that he would never know why.

"I… I'm sorry" the old man apologized feeling a lot guiltier than he was before, "I guess secrets runs in the family" he should know this because he's been keeping secrets from his family too.

As they both sat down, Kenny continued, "I don't even remember how mom even looks like. Dad hid all the pictures and probably destroyed them too. One time, I got so fed up with him that I went to search her on my own. But as you can see, I wasn't exactly the brightest kid around. One time I got so curious that I even asked you to tell me. But you promised my dad to never tell. Same goes for aunt Gwendolyn too"

"Maybe there was a good reason for him to do that" Max reasoned, "Sometimes… when people hide a secret, they usually do it to protect others. Some secrets are sometimes too dangerous"

"What's so dangerous about knowing my own parents?!" Kenny shot back raising his voice slightly above its usual tone, "I just wish my dad would trust me more. He shouldn't keep secrets like that, it's never fair!"

"Yeah… I know how you feel" Max agreed unable to deny that truth, "To keep something from someone is like a slow pain building up inside of you. It eats you inside for a long time until you finally got to spill it. Give your dad time… maybe someday he'll tell you"

"Yeah… that's what you said to me thirty years in the future"

After they had finished speaking with each other, Kenny quickly found himself on the bed, drifting slowly to sleep. The thought of his mother took its toll on his mind, making him feel drowsy and unnerved. It would still be a long time before he would forget this conversation with his great grandfather.

**(Bellwood 30 years in the future) (Ben 10,000's hero headquarters)**

Ben 10,000 was sitting on his computer chair looking at the monitors that surveyed the planet earth on a twenty four hour daily basis. It had been three days since his son disappeared into that time portal and as much as he loved to go after him, he couldn't. The time machine that Dr. Animo designed was simply so sophisticated, that only a deranged lunatic could possibly understand. So now the only way to get back in time was to wait for Gwendolyn to conjure up a time spell, but that process had to take time, and time was not something he had plenty of.

"Ben?" came Gwendolyn's voice from the elevator door. She was in her purple-blue pajamas and her hair was untied to dangle freely behind her back. "Are you still awake?"

The man quickly noticed her presence and let out a smile, "Oh… hey Gwen. Sorry. Did I wake you up?"

The woman shook her head and wiped the sand out of her eyes as she approached him, "Not really… I was going to the kitchen to get a glass of water when I saw the lights in the command room on. Is there something good on television for once?" she tried to set the mood up with a little joke but knew right away that nothing would make her cousin laugh at this situation.

"Very funny Gwen" Ben 10,000 replied trying to act like he was mildly happy.

"Ben…… you haven't slept in three days now. Give it a rest" Gwen tried to reassure him that everything was going to be alright, "I'm sure Kenny is probably with your younger self right now playing a game of tag or something"

The middle aged hero sighed back at her, "That's what worries me the most" he replied, "I know you're working as fast as you can on that time spell thing, but I just can't sleep knowing something wrong can happen any second"

"And since when did the great Ben 10,000 worry so much about the safety of others?" Gwendolyn asked sarcastically which only made Ben 10k grunt angrily, "Hey… come on now Ben. You know I was just joking. I'm sure he's alright"

"Even so… I'm still worried" Ben explained sadly, "When he asked to join in the hero business, I was really proud of him… even though I was totally against it. I guess I know how grandpa must've felt when I asked to become a Plumber"

"Yeah…" Gwendolyn agreed, "But back then you were still a mangy little brat who didn't know how to even use the Omnitrix"

"Hey… its not like the Omnitrix had an instruction manual back then. Cut me some slack here woman" he huffed back her, "I was lucky enough just to get it even working"

"Yeah… I guess luck played a big part in you becoming hero" the sorceress added with a smile, "But seriously Ben… stop worrying too much. You haven't a wink of sleep in three days. I promise, that when the spell is ready, you'll be the first to go in. Besides, I think your son can handle a few goons on his own"

"I know that he can fight Gwen…… but he's still doesn't know what it's like to fight like a Tennyson. He's no ready"

"Not ready?" Gwendolyn asked with a quizzled brow raised, "What do you mean not ready? He helped you defeat Kevin, remember? And don't forget that he also thought of a smart way to remove the Omnitrix's limiter"

"I know that!!" Ben 10k yelled out and for the first time in her life, Gwendolyn was actually scared of him. "He might've gotten a hundred aliens in his watch… but he still doesn't know just how it is to use them. It's not the aliens… it's him…"

"Ben……" Gwendolyn didn't really know what to add to that or how to even counter that statement. It seemed like Ben had won this fight, "I understand…… I'll work on the portal right away. But first… let's get you to sleep. Come on, I'll bring you to bed. I'll even sing you a lullaby if I have to"

Ben 10k shivered at that point, "Please…… you… sing? Ha! Every time you open that mouth of yours, it sounds like a yak with a voice problem" but just before the woman could stretch his hand to him, the Danger Alert warning system began to activate.

"Warning! Danger at factory district!" the computer shouted.

"Duty calls… later Gwen" and with that, Ben 10,000 switched into XLR8 and raced off the window before Gwendolyn could even say a word.

Gwendolyn felt a slight tang of pity on whoever was creating the racket tonight. When Ben is in one of his temporal sad or angry mood, he would blow off some steam on the bad guys like a punching bag-stress reliever. Since Ben couldn't save his son at the moment, he had no other choice but to take his anger on those who would do harm on his planet.


	7. EP 2 P2

**Episode 2: A Blast From The Future**

**Chapter 2: Family Business**

**(Madison Elementary) (02:45 PM)**

"Haaa…" That was the sound of Ben, yawning out loud during the last period of school. His last class before freedom was science and even he wouldn't deny that he found it boring. As the teacher continued his ongoing lectures, Ben decided to draw some mini doodle characters on his notebook to pass the time. He never liked science, heck he doesn't even like school! The only thing that kept him here were his parents and the gym teacher.

It was still was surprise to some why Ben was still in school though. But Ben knew why. Since he figured that the principle was an Ex-Plumber like his grandpa, they had a mutual understanding with each other. It was great having a principle for a friend though. Not only did it get him out of detention, it also provided him with a good excuse maker when he was out doing hero work.

But just when Ben finished off his drawing of Fourarms crushing a doodle Vilgax, he noticed a familiar tiny sized alien crawling through his window. It was Gray Matter. But how could that be? He was the one with the Omnitrix, so how could there be another Galvan here? (Galvan came from an old play which was refereed to as tiny) After the tiny little brain alien walked up to Ben's desk, he immediately knew who it was when he spoke up, "Hey there pops"

"Kenny?!" the boy whispered in an almost loud tone. Not wanting the other students to see him, the boy quickly held up his book and hid Kenny between the pages, "What are you doing here? Do you get yourself squashed?"

"What's wrong? I change form in school everyday to show off" his future son replied cheerfully.

"Hello, this is the 20th century! Humans and aliens aren't exactly in good terms here" he should know this, because most of the aliens that come to earth either want to destroy it or conquer it.

"Oh yeah… the first friendly alien contact was during the 22nd century. Anyway, what other opportunities do you think I'll have to see my own dad's school!?" the young newbie hero chuckled out before turning his eyes to the book that Ben hid him in.

"No!" Ben denied him, "You're going back to grandpa's RV. Does he even know you're here?"

"Relax, came his when I was XLR8" his son explained, "Besides, gramps went out to get some sauce from the shop, so there's no way I'm going back there just to drink his 'famous' herbal juice" Ben could totally relate to the boy's fears. Max wasn't exactly the best chef, but his homemade drinks were probably like poison to them. "So come on, what da ya say pops? Can I stay, just a little while longer? Oh can I can I can I?"

Ben groaned, "Oh… ok fine"

"Benjamin Tennyson" came the professor's voice as he noticed the boy talking during his lecture. "I hope you have a good excuse of interrupting my class"

"Uh… I was just uhh… reading" the boy stuttered which did not go unnoticed by the professor, "Reading… this uhh… book"

"Is that so?" the professor replied sarcastically, "Then I guess you wouldn't mind answering this problem then?" he flipped the chalkboard around, revealing some sort of strange formula that had both numbers and letters on it. "If you were reading the book, you shouldn't have any problems then"

"Oh um… uh… yeah… sure… no problem" Ben slowly made his way to the chalkboard trying to buy as much time as he could until the school bell rings for dismissal. When Kenny saw this, he quickly hid underneath Ben's sleeves so that he could get a better view of the question. As he analyzed the chalkboard at a closer perspective, Kenny immediately let out a groan, "What?! This, is what they were teaching back in the fifth grade? I don't even need to be Gray Matter to answer this question!" as Ben was about to write up, Kenny slipped in and began writing for him.

"Hey… what the?" Ben mumbled before noticing Kenny helping him out. With the teacher and other students busy watching the boy fail miserably upon himself, he had no worries in people seeing the tiny alien in his hand.

Once the chalk was put down, Ben quickly put Kenny in his pocket before the teacher then came up to see the results. "Well Mr. Tennyson, let's see what idiocy you have done this time… (silence) (silence) (more silence) Eh…?!" the professor quickly cleaned up his eyeglasses to make sure his eyes were being deceived. "Why… Benjamin… this… this is… correct!" several outworldly gasps could be heard from the students. For Ben to answer a question correctly was unheard of.

"Really?!" the boy said in disbelief, "Cool!" he then gave out a wink to his son who happily hid in his pockets.

"I must say, I have misjudged you Mr. Tennyson" the professor commented, "You really can be a smart one, if you put your heart into your studies. Excellent work" And by the time he finished his sentence with that, the school bell rung, signaling the end of school.

A few minutes later, Ben quickly got his things and went to a secluded spot so that Kenny can turn back into his normal human form. "Thanks for bailing me out back there" he appreciated it, "I probably would've humiliated in front of all my classmates again"

"No prob pops" Kenny replied as he finally changed back, "Besides, that question was easy. We're already learning trigonometry back in my time and man, it stinks"

"Tell me about it" Ben agreed wholeheartedly with his son. I guess that's one thing you won't be able to take out their lineage. Hating school altogether. "Hey come on, let me treat you out for a drink" Ben offered as they approach a vending machine. But the he soon realized that he didn't have enough green to buy him anything. "Ahh man… I'm all out of quarters. You got some coins on ya?"

Kenny shook his head slightly in response, "Nope. We don't use money anymore. In the future, we pay everything through an ID card and with password lock so no one can rob anyone ever again (pause) But… I think I can still help you there" with a press of a button, Kenny morphed into Upgrade, the techno robotic alien. "Stand back for a second pops" when the boy morphed with the vending machine, two soda cans sprung out instantly. "Oh yeah… two drinks, on the house" once he was done he quickly de-morphed and changed back to his human form.

"Hey! You can't do that!" Ben scolded, "That's stealing! Normally I would do this on my doofus cousin's laptop, but not on other machines. Heroes don't steal"

"Oh come on dad" Kenny reasoned clearly not understanding why he was so angry about such a trivial matter, "Don't super heroes deserve a reward once in awhile?"

"Not unless they're given" Ben lectured him in a very strict manner. "But how is it you're able to turn into aliens so fast?"

This was the time when Ken 10 smirked out his own pride, "It was easy! I used Grey Matter's brains to hack into the Omnitrix and remove the limiter. No limiter, no timing out! Instant hero switches at my command"

Ben would've knocked his head off if he could, "That's genius! AHH! Why didn't I think of that!?" he smacked his forehead with his hand, leaving a small red mark on top.

"If you want, I can do it for you" Ken offered to which Ben agreed almost instantly.

"Yes please! Do that, and we can forget about the soda!" immediately Kenneth changed back into Grey Matter and began tinkering with Ben's Omnitrix.

"Ok… let's see. This must be the power converter, this must be the changing system, and this must be the DNA modification unit" Ben could hear several chittering and chattering sounds as his son groaned through the deadly weapon. "Now that means that the limiter must be somewhere right about… eh?"

"What is it?" Ben asked when Kenny stopped his scientific explanation.

"That's odd… there's no limiter" he stated a little confused, "There was supposed to be a limiter right next to the power core, but there's none. The mainframe cortex isn't here either and the DNA modification unit isn't even upgraded. Maybe this original version of the Omnitrix was different from mine"

"Well, how about you activate the master code? At least that'll get me something"

"Right on it" and again, the boy quickly dove into the Omnitrix's shell, trying to decipher its every use. "Whoa… ok talk about strange. This thing doesn't look like my Omnitrix at all. The design cortex is way off the charts and schematics is totally messed up. It's like a whole new world of green or something"

"Uh hello… but you do remember you're speaking to a human guy… right?"

"Oh… sorry about that pops" Kenny quickly jumped off Ben's Omnitrix and changed back into his human form, "I guess the one you had before must've been an older model. I can't even tell half the things on it"

"Well, I guess it was worth the try" Ben said disappointed. But he knew that it was too good to be true to have his own son reactivate the master code, "Come on, grandpa Max will be here any minute now and I'm sure he's probably figured out a way to send you back to your time" but just as they walked through the school play ground, Ben couldn't help but feel a bit unease of the stares he was getting from his schoolmates. He was walking down the lane with someone who looked like him, talked like him, walked like him and even act like him. The only that separate them apart were their hair styles and skin color.

"Man, I can't believe this is how Bellwood used to look like thirty years ago" Kenny exclaimed, "All the buildings are short and not a single space station in sight. When you and I battle around the world, there would be this small camera that shows through the mega-screen on how we beat the bad guys"

"Usually I would love to find out more about the future" Ben interrupted, "But I think I'd rather be surprised" but just when they were about to head towards the parking lot, an explosion occurred just right across the street. Apparently there was a robbery progressing in a local grocery shop and the thieves just blew up the door to the safe with an explosive device.

"Robbery at twelve o'clock" Kenny started.

"Highly armed and extremely dangerous" Ben finished with a smirk. "For the cop…"

"Looks like its hero time!" the two Tennysons said together followed by a small chuckle. With a press of the Omnitrix device, Kenny turned into XLR8 while Ben turned into Stinkfly.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

While the heroes were on their way, the robbers quickly began taking the loot. "Hurry up and load the cash man! The cops will be here any minute!" said the boss of the gang to his two other partners in crime. While he was busy making sure that the cashier stayed put the other two quickly began loading money into their knapsacks.

"We're going as fast as we can boss!" said one, "Just make sure no one's following us when we're done"

"Don't worry!" the boss grinned, "By the time we drive out of here, we'll just cross the border to Mexico and it'll be smooth sailing from there on end"

"The only boat, you guys will taking is the express way to prison!" came Kenny's (XLR8) voice. When the crooks noticed the alien guy they immediately began firing at him.

"What is he supposed to be an alien freak?" said one of the crooks in disbelief.

"It must be one of those alien heroes going around the country" the boss added while shooting, "Well he an't gonna stop us! Just load the money and let's get out of here!" the crooks gladly complied and continued loading money into the bag. After the last of the green had been taken from the safe, they quickly made a break for it to their escape vehicle.

But Kenny already that they were going to do that, so with the speed of light, he grab the knapsack with the money and knock one of the crooks down to the ground. "One down, two to go!" he remarked triumphantly.

"Hey you freak! Give us back our money!"

"You want it?" Kenny replied before changing into Ditto, the multiplication alien, "Well then try and come and get it!" and with that last sentence he began duplicating himself into three pairs (that means there are six of them) and started running around trying to confuse and elude his enemies. "Bet you can't catch me!"

"Or me!"

"Or meee!" the Dittos chuckled as the two remaining crooks tried to catch them. With their small size and annoying repetitive laughter, they were indeed a group not to be reckoned with.

"Oh when I get my hands on all six of you, I'm gonna rip you apart in six different ways!" the boss of the gang shouted.

"Oh yeah? Well we can beat you up in more than fifty different ways!" Kenny shot back truthfully. With his fifty aliens locked up in his Omnitrix he had more than fifty ways to actually beat the guy up. "Let's start off with something simple" the Dittos quickly formed up and pitched in like an American Football team. "Twenty to left! Thirty to right! Two suckers up front… and… HUT!" immediately the Dittos up front tackled the crooks down to the ground, but the boss of the gang seemed a little more persistent than his colleagues.

"To heck with the money man! This an't worth facing off with some freaks! I'm outta here!" he quickly got into his getaway car and drove off. But he was barely even able to get a distance of a kilometer when Ben (Stinkfly) used his steel hard tail to cut open the hood. "AHH!!"

"Hey buddy, your car is missing a piece!" Ben mocked as he took out the engine, "It's got an empty hood hehehehehehe" with the engine gone, the car quickly came into a complete stop in a matter of seconds. But the goon still thought that he could outrun Ben on foot. "Man… I hate when they start running" the boy remarked before flying up and grabbing the man. "All aboard on Stinkfly airway! The smelliest and yet the fastest way to travel!"

"Ahh!! Let me go! Let me go you overgrown mosquito!" the gang leader demanded.

"As you wish…" Ben complied to his demands and dropped him right onto his goons which had been assembled by Kenny's Dittos. "Nice job Kenny!"

"All in the day's work for the two greatest superheroes of the world" his son replied.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

After Ben and Ken returned the stolen money to the owner of the shop, they were immediately rewarded with two ice cream cones for their heroic valor. When the local authorities finally arrived on scene, the two of them hid in a secluded spot in the school boy's locker room and turned back into their human forms so that they wouldn't suspects of the scene. The last thing Ben needs would be suspicion from the cops, and he didn't want the government coming at him from every corner.

"Now that was wicked!" Ben commented as he licked his ice cream. "Nothing beats the Friday blues with a little hero work to relieve the stress" he gestured by giving out a few air jabs.

"You got that right" Kenny agreed, "But the bad guys here are way easier to fight than the ones in the future. The only robberies I've seen is when the Forever Knights tried to steal the weapons complex from earth"

"Some villains just can't take a hint when they're beaten" Ben added which they both laughed. But their little happy mood was soon cut short when a large yet familiar old man appeared right in front of them with a frown that would've even make the Circus Freak Trio cower in her. Both Ben and Ken froze and smiled falsely at the new presence. "Oh uh… hey there grandpa ahehehehe" it was obvious now that they were both in trouble.

**(Ten minutes later) (The Rust Bucket)**

After Max picked Ben and Ken from school he immediately put the secretly high-tech RV into auto pilot so that he could have a little chat with his grandson and his son. There was still a long time before they reach Ben's house anyway so this might as well be a good time to talk. Besides… no one else, but Gwen would be able to listen on their conversation. Talking in the RV was good for many reasons. One, it kept them mobile so that they wouldn't be able to be traced and secondly, there was nothing much to do there anyway.

"You really did it now" said Max as he put a band aid on Ben's left cheek, "That stunt you pulled off at the grocery shop almost made you guys go public. If you hadn't left right at that moment, the media would've been all over you by now"

"Oww! Sorry gramps" Ben flinched, "But you got to admit that was kinda cool. Those guys didn't even know what him them"

"Ya! A large stinky bug and midget that can multiply into a hundred clone of itself" Gwen replied mockingly, "You need to be more careful with your powers. Who knows, you might set off the self destruct sequence again"

"Don't worry" he replied cheerfully, "I kicked their butt and got out, easy and simple. Besides, Azmuth already took out that self-destruct thingie from the Omnitrix. Now if only I could reactivate the master code just like I did back in the falls, I could kick bad guy butt 24/7"

"Usually I would lecture you on how silly it was to go alien" Max added after putting the med-kit away, "But since you two saved the old man and stopped three crooks… I'll let it slide. But I want you two to promise me never to go hero at the same time. I think having one alien hero at a time is probably more than enough than what this city can handle"

"Cool… then can dad and I go skateboarding this afternoon?" Kenny asked

"I really don't want to be a dweeb here, but I think it's better that you kept out of sight for a while" Gwen answered.

"Why's that?"

"Because… future nephew. You're from the future. Who knows what kind of time-space anomaly will happen when you come in contact with the past. Even as we speak we might even be changing the future as it is now. We need to find a way to bring you back to the future and fast before we permanently alter the time stream or something! I'm getting my spell book"

"Man… I take back what I said yesterday" Kenny stated as the girl left to get her backpack, "That is definitely aunt Gwendolyn. Never thought she would be such a spoil sport"

"Tell me about it" Ben added with a smirk. Gwen simply shot them a dirty look as she scanned through her spell book.

"And I think having one Ben Tennyson is all this world needs" she added annoyingly.

After a few minutes later, Max decided to stop by a gas station to get the Rust Bucket refueled from its empty tank. The RV might be able to travel up to 300 kilometers an hour, shoot lasers out of its hood and defend itself with an electric shield, but like all combustion vehicles, it still needed gas. While the old man was busy pumping the little girl up and Gwen busy looking into her spell book, Ben and Ken decided to check out the mini-mart to get themselves a couple of snacks to chew on for the road.

"Hmm… I'll take one of these and one of that" Ben didn't really have much green with his name on it, but he still had some loose change left to buy him a little treat. "Ok… I think I have enough" as he went to the cashier, he found Kenny already in line with a somewhat larger pack of snacks. "Whoa!"

"That'll be 35.60 young man" said that cashier. Kenny quickly pulled out a fifty dollar bill from his pocket and handed it to him.

"Hey, where did you get that fifty?" Ben asked a little surprised of all the things that boy was going to eat in a matter of minutes. "I thought you guys didn't have money anymore in the future"

"Oh that? That was a… souvenir from history class" Kenny replied with a little stutter through his words, "You see… before I went to stop Animo, I had history class and we were studying about the American Presidents. Grandpa had a bunch of these back in his RV and had plenty to spare. I don't think he'll miss them to much"

"O… k…"

"Hey, check this out! I bought some lickerish, gummy worms, chocolate milk bars, and Sumo Slammer Crackers! There's supposed to be a prize in each package" he tried to ruin Ben's focus with the many treats he had on his plastic bag.

But before Ben could pressure on with the topic, a fire truck suddenly drove pass through the glassed window with its siren warning the people on the street that there was an emergency going on. Since the two of them were a part of each other, it was no surprise that Ben and Ken went out to see what was going on.

Apparently there was a building caught on fire a few blocks away from where they were now. And from the looks of it, the fire fighters looked like they could use a hand extinguishing the flames. Once Ben and Ken saw this, they grinned out mischievously and turned to their Omnitrix. "It's hero time!!" with a great big green flash, Ben turned into Cannonbolt while his son Kenneth transformed into Heatblast.

"You go douse the fire, I'll get the people out of there" Ben commanded to which his son had no objections on.

By the time they were within the block, they soon realize that the building that was burning was a lot bigger than they thought it would be. It was an apartment complex with six floors to boot and only two entryways. The fire fighters were trying to get the people out of the higher floors one by one while the ones on the ground tried busting in through the main door.

"Captain!" came one of the rookies to the fire fighter veterans, "We got most of the people on the top floor secured, but there are still two people trapped on the fourth floor!"

"Well don't just stand there! Get one of them hoses in and douse it off!" the captain replied, "Get the ladder unit up there now and get the wounded into a safe location. If we can't put out this fire, the whole block might just go up in flames! And somebody call the ambulance!" while the fire fighters were busy getting themselves together, Ben (Cannonbolt) came by.

"Hey, mister" he called out to the fire fighter captain, "Which floor did he the trapped guys were?" when the captain turned back his eyes widened and his voice softened like a mouse squeak. I guess everyone was still surprised to see aliens around town.

"T… t… t… the fo… fourth… four…" he stuttered completely shocked.

"Fourth floor, got it!" Ben nodded and quickly got to work on getting those trapped inside out of there. "Alright, look out world, coming through! Cannonbolt coming in!" with one good roll the boy blasted his way into the fourth floor through one of the windows.

When he got in, it became as hot as the Sahara desert in there. As he looked around, he could tell that he must be close to where the fire originated from. It was hot, way too hot for comfort and a lot of smoke to make an old man cough up. "Ok… maybe that wasn't the smartest idea I came up with, but its way better than sitting around doing nothing. It wasn't long then till he found the first person trapped inside the room. "Hey… are you alright?"

It was girl probably in her early teens, "Oh… who are you?"

"The name's Cannonbolt" Ben replied heroically, "Don't worry lady. I'll get you out of here in no time"

She let out a cough as she must've breathed in a lot of smoke when she fell unconscious. "Wait…" she begged the young hero, "My brother… he's in the other room. You got to help him!"

"Not a problem. Just sit back, relax and watch me roll!" Ben quickly broke the wooden door towards the next room, but little did he know that it was a back draft door.

A/N: Back Draft door is when a room on the opposite side is starved of oxygen but still at high temperature. When oxygen is re-introduced again the fire will cause combustion start, often resulting in an explosion only to the door. When faced with this kind of danger, it is best to keep that door closed at all time until the temperature returns to normal.

As Ben struggled back up onto his two feet he quickly dusted the ashes away from his body and sigh, "Man… I wonder if my future self gets a holiday away from being a hero. This job is tougher than I thought" a few moments later, he soon found a little boy lying unconscious in the kitchen. There was no doubt that this was the originating point of the fire since the temperature was way too hot for his standards.

After getting both the girl and her brother in his arms, Ben quickly march towards the window that he broke down. "Alright, hold on. This could get rough" but before he could jump drop and roll, the support beam on the upper floor finally gave up and crashed down right on top of them. Luckily, Ben and the two siblings were able to get out of that room before any of them got hurt. But unfortunately, Ben seemed to have rolled the wrong way and was now trapped inside the hallway of the apartment.

"What are we going to do now?" asked the older sibling as she carried her brother on her arms.

"Hey pops!" came Kenny's (Heatblast) voice from the other side of the hallway, "Hurry up, this way!" with his fire ability, he drained the flames from the area and made the temperature back to its original state. But before Ben could get over there, the support beam on that area crumbled as well, making it impossible to go through.

"Oh no there's no way out!" the girl yelled in panic as the fire caught up to the.

Ben looked unsure as well, but as he saw Kenny flying out the window, he immediately got an idea. "No other way, but going up!" with one swift move, the boy grabbed the girl and became a living bouncing ball.

As the building continued to get torch, Ben shot right through the roof and landed several feet away from the fire truck. When his body made impact with the ground, he created a mini crater the size of Abraham Lincoln's statue.

"Thank you… thank you very much" the girl bowed down extremely happy to be alive from that death trap. "I don't know how to repay you"

"No sweat lady" Ben replied blushing as he still wasn't used to compliments and appreciations from people other than Grandpa Max and Gwen. "Just doing my job… or at least my future job that is"

After a couple of minutes later, the fire fighting team finally got the last of the civilians out and doused the fire that nearly burned half the block. Ben and Ken disappeared soon after, hiding behind a trash dumpster so that they could return back to their human forms.

"Another job well done for the Tennysons" Ben grinned as he was proud of the work that he had done. It's not everyday you actually get to save a damsel in distress from a burning building of certain doom.

"Yeah…" Kenny agreed, "Too bad we didn't get anything out of it"

"Oh don't worry Kenny. Like Grandpa always say: good deeds have their own rewards…………" an awkward pause came over as he said that, "I have no idea why I just said that" they laughed.

After that heroic effort down by the burning apartment, Ben and Ken returned to the Rust Bucket together without even letting Max know that they were gone for a minute.


	8. EP 2 P3

**Episode 2: Blast From The Future!**

**Chapter 3: Father and Son Feud**

**(Bellwood city mall) (The next day)**

Ben, Gwen, Max and Ken had arrived to the city mall for the weekends. With their parents still busy at work, Ben and Gwen had all the time they needed here at the greatest shopping area in the entire city to do whatever they want to do. Ben wanted to go to the arcade and try to out-beat all the new games that had been placed there. Gwen on the other hand wanted to look at all the latest trends and get into the latest fashions that were on sale. Of all the things to worry about, she worries about her appearance more than her own safety.

"Whoa… I can't believe how small the mall was during the 20th century" Kenny said in a somewhat amazed tone, "The smallest mall on earth back in the future, had at least thirty floors and two sky liners up top" but then his observation ended when he noticed his future dad playing rock-paper-scissors near the fountain. Sure it was ok for kids to be playing some small mini games like rock-paper-scissors, but it was still strange. After watching them play for about two or three rounds, he finally decided to ask. "Ahh… what are you guys doing?"

"Winner gets to pick which place we get to go first" Ben answered.

"It's tradition" Gwen added as she continued playing.

"Oh… ok" Ken replied a little unsure of he was supposed to interrupt the game or just wait for one of them to win.

"Haven't you kids decided where to go yet?" Max came up to which they shook their heads in reply, "How about this? You both can go wherever you want but we'll meet back at this fountain later this afternoon for lunch. If you're lost, we'll just contact each other through our communicons"

"Really!?" Ben said in disbelief, "Can we really go anywhere we want!?"

"Please tell me you're serious!" Gwen added with twinkling eyes.

"I believe you both are responsible enough to take care of yourselves" Max explained, "Unless of course you guys wanna go shopping with me at the RV shop" in an instant, Ben and Gwen gave each other a high five before dashing to their own areas of interest. "AHHEY! Don't forget we meet back here in three hours!"

"Hey dad, wait for me!" Kenny shouted before running after his future father.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

A few minutes after grandpa gave his two grandchildren their freedom to roam around the big mall, Ben immediately got into the first floor arcade to continue his crusade against video games. As he walked into the multi-light beeping room, his hands and finger began itching to press something. "Ok… let the battle…begin"

Ken could only sit back and watch his dad continue to ace one game after another with his talented hands. Once Ben beats the high-score of one game he quickly moves on to the next console to test his mettle. After battling against numerous monsters and aliens all summer long, he probably gotten used to handling weapons and targeting devices already. The games here proved to be little match for him and in just one hour he managed to beat the entire arcade with both hands tied his back.

"So dad…" Kenny began, "What's the point of playing all these games anyway? I mean… sure you get to leave your mark on the video game, but so what? You're gonna be a super start thirty years from now… maybe even earlier"

"Actually, I just do it for fun" Ben answered, "There's no greater pleasure than satisfying yourself with a gorge of radiation and explosive sounds in your ear. Ahh…" he let out a satisfying moan as he progressed through the mall, "Besides, the one who scores the most points in that arcade, gets their name printed on the bathroom door"

"O… k… I guess that explains a lot of things"

"Oh you haven't seen the best yet" Ben snickered, "Come on, I'll show you what we kids do for fun back in the old days!" and with that, he quickly grab his son's hand and dragged him all the way over the mall.

Their first stop of the day was the half pipe located at the far end of the mall. From there, Ben rented two skateboards along with protective gears and began skating around the area, doing minor stunts and posing for several pictures. Kenny had some experience with skateboarding, but only in the air. He never had any experience with ones on wheels and on the ground.

After that, the two of them went to the main lobby where a small time rock band was playing. The music was great and the crowd loved it. Once they got themselves a couple of autographs and pictures, they immediately head off towards the game store to check out the latest comics and video games.

"You were pretty good back with at the half pipes" Ben commented, "Did I teach you how to skate or something when you were younger?"

"Nah, I kinda made it up as I went along" Ken replied, "I usually air-board, but skate boarding totally rocks too" but soon his eyes suddenly came upon one of his favorite comics, "Whoa! No way! It's the Aqualimpvader issue number one! These things are impossible to find in the future! If I bring this home, I'll be able to sell it for a million times worth its cost! All my friends will be jealous" he quickly began reading the comic, hoping to find out about his hero, "Now let's see… how Aqualimpvader really got his powers?"

While the two of them continued reading and exploring the game store, Ben's eyes was quickly snatched away (not literally) by a computer console incased in a glass cage. "Whoa…" he said in amazement, "Is that what I think it is?"

"You got good eyes kid" came the clerk's voice. "That's a mighty Game Sphere, just came out today. This is the first in stock and it's on sale today only. With it, you can play anywhere, anytime and it even has its own personal power storage system which allows you to play even without a plug for six hours straight"

"Awesome……" was the only word Ben was able to say as his eyes were practically glued to the machine. "If only I had the money to buy that… I would've bought it a long time ago…" the clerk simply smiled at the boy's drool. It was common to see other people envy with other people's technology.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

After Ben and Ken finished off their shopping at the game store they decided to spend their last thirty minutes at the café which was conveniently located near the fountain where they were supposed to meet Maxwell. "Well we still got thirty minutes till grandpa gets here" Ben noted, "Wanna grab a bite? My treat"

"I'll take one sandwich with double cheese and ham" Ken answered with a nod, "Oh and do they have hot coco around here? I've been dying to try one of those" a few minutes later they quickly grab themselves a table and gorged on their meal. After such an excellent day at the mall, the two boys were practically worn out.

The temperature around the room was cold, but it was livable and the atmosphere seemed almost too perfect. If Ben could do this everyday than he would've done it along time ago…

But just when they relaxing on their second cup of coco, Gwen arrived with more than six bags of the latest trends from six different kinds of fashion store. "Hey guys, how's it hanging?" she asked cheerfully. Ben could already tell that she had a good time at the mall herself and with all those things she was carrying, she must've been spending the whole time in the changing room trying all of those new outfits.

"Nothing much" Ben replied, "Ken and I went to the half pipes and I taught him how to skate"

"Dad, beat all the arcade games and got his name printed on the bathroom door" Ken added with an equally wide grin as Ben. "What about you aunt Gwendolyn?"

"Terrific!" she replied almost too fast, "I got some new jeans, T-shirts, oooooh… and a new pair of skirts that were absolutely adorable! I also got a new pair of arrow top hats from Chateau La Shee shee, the greatest hat designers in Europe!"

"Uh… sorry but I don't speak girl" Ben replied in a boring tone. "Why go so much just go clothing?"

"Well excuse me buster! Unlike some untrained monkeys, we humans care about how others think about us" she shot back with a glare.

"Well then, do you wanna know what I think about your clothes?" after a deep breath, the young hero burped right in front of her face with the smell of a ham and cheese taco sandwich. "Ahahahahaha!"

"Ughh! Gross! The only thing worst than this would be Wildmutt slob" Gwen quickly grabbed a tissue from the rack and wiped the small pieces of food on her face.

"Nice one dad!" Ken gave out a high-five. "I'll go get something else to eat, I'll see ya soon" and with that he dashed off towards the café to get some more food.

"Ugh! You dweeb!" Gwen yelled as she sat down.

"I know you are, but what am I?"

"A mega dweeb!"

**(Thirty minutes later)**

After waiting for a couple more minutes Gwen quickly took out her spell book to continue her research on Charmcaster's magical abilities. She was still trying to find a way to send Kenny back to the future so that he won't be able to cause too much damage here in the past. Hopefully he'll be able to send him back to the right time and space.

As time slowly flew by, the two of them began to wonder where Max was. He was never late during a meeting and usually the first person there. "Hmm… grandpa's late" Ben muttered as he checked the clock that hung right above the wall. "But he's never late"

"As much I hate it, I got to agree" Gwen nodded, "He's usually the first one here"

"I'll give him a call through the communicon" Ben quickly picked up his high-tech gadget and dialed in grandpa's number. After a few rings, the old man answered. "Ben? Is that you?" the kids were glad to see their grandfather safe but they were still quite curious on where he was, "Grandpa? Where are you? It's already way pass our meeting time"

"Oh sorry about that kids" the old man apologized rubbing the back of his head, "But the cash register at the metal shop got busted just a few minutes ago so they're calculating through hand. I'm going to be a little late for awhile so wait there for me and I'll be there within the hour" and with that he hung up.

"Sixty minutes with nothing to do? Sweet!" Ben cheered, "I'm gonna go back to the arcade to play a couple of more games" but before the boy could take off, Gwen pulled him by the collar and place him back on the chair.

"Oh no you don't dweeb!" she began, "Grandpa told us to stay right here and that's what we're going to do" the boy grunted out loud but could find no way to counter her reasoning. "Hey… but speaking of waiting……… Kenny's been gone for quite awhile now. Where do you think he went?"

"He said he was going to get another thing to eat" Ben answered also a little curious too on where his future son had gone. "Maybe he got lost in the mall" but their question was soon answered when Kenny reappeared from behind them.

"Hey guys" he greeted while carrying a huge load of snacks and comics in his arms. "Look at what I bought from the store! Sumo Slammer Crackers, Yoyo cereal and even super duper yum gum! The longest lasting gum in the country!" and that was probably just naming a few things that he had on the table

"How did you afford all of this?" Gwen asked a little curious.

"Uhh… gramps gave me some change to buy stuff" he thought out with a good excuse, "He said that before I go back to the future I should bring some souvenirs along with me. Here, I even bought you your favorite drink aunt Gwendolyn" he then held out a can of soda to which the girl gladly received.

"Oh why thank you future nephew in law" she smiled out as she turned to Ben, "It's hard to imagine that you would be related to this dorky cousin of mine. At least someone in the family has some manners to think about others" but her sarcasm proved to be her downfall. For when she opened the soda can, the contents of the drink sprinkled out making her wet from head to shoulder. "AH!" immediately both Ben and Ken began to laugh at this funny scene like never before. "That was not funny dweebs!" Kenny simply ignored her and continued laughing his gut off, "Ben! Say something!"

"Sure!" the boy replied through chuckles, "Nice one Kenny! That was awesome! Man you should've seen the look on her face ahahahahahahaha!"

"Thanks pops ahehehehe"

"I take back what I said earlier. He's definitely your son" Gwen shot back as Kenny ran off to the café to get some more treats, "Ben, aren't you gonna do something?!"

"Do what? He's only being a kid"

"He's way out of line and completely out of control! Do something!"

"Relax Gwen… he's only doing what all kids his age. Besides, he got us some neat snacks" he slowly began picking the treats that Kenny left for him. "Oooh cookies!" with Ben simply ignoring the girl's plea, Gwen decided to head towards the rest room to clean herself up.

As Ben continued to gobble down his share of the food, he suddenly noticed that Kenny had secretly bought one of his favorite comics, "Hmm? Oh cool, Space Waiter issue number ten! This is way too cool!" but as he looked at the price tag located at the back of the comic, his eyes widened in horror, "Twenty five bucks!? Whoa!" but soon his communicon began to ring, "Hello?"

"Ben, I'm at the cashier at the moment" it was Grandpa Max who was on the other line, "They finally got the machine working again so I'll be there soon. Make sure you don't leave anything behind"

"Sure thing" he replied, "A hey… gramps (yeah?) Just how much money did you give Kenny? You never gave me more than ten bucks a week"

The old man made a puzzling sound on the other line as he responded, "Money? Ben, I never gave Kenny any money" in that moment, Ben's eyes widened in horror as he stared back at him son who was still buying some treats that were beyond the normal allowance of a grade schooler.

When Kenny finally came back, Ben couldn't help but eye him suspiciously, "Hey pops, where did aunt Gwendolyn go?"

"She went to the bathroom" the boy answered as he hung up the communicon. After Kenny began eating his purchased snacks, Ben couldn't help but wonder how the boy got all that cash. He did say that he had a fifty dollar bill from the future Max but that was only enough to buy half the things he purchased. The more he thought about it the more curious he became.

After awhile, Kenny soon noticed his dad's strange glare, "Uh… you want some?"

"Kenny, just how much did grandpa gave you?" Ben glared seriously for the first time.

"Uh… just a couple of bucks" he answered which was obviously a lie. "Why do you ask?"

"Because grandpa just told me that he never gave you any money… and the comic books you bought is about six weeks of my school and weekend allowance" Ben explained as he gestured to the large pile of comics on the table.

Kenny knew right then that there was no way out of this. His dad had got him cornered so there was nothing left to do but fess up. "Ok… you got me" he said casually, "Grandpa didn't give me any money ahehehehe. Remember the old grocery clerk we helped out the other day? (nod) Well, I kinda took some cash from the bag when we took down the bad guys"

"WHAT?!" Ben yelled out so loud that it attracted a lot of attention from the other patrons. Knowing full well that this wasn't the best place to have a private chat, Ben quickly pulled his son by the arm and dragged him behind the escalator. "How could you do that!? How much did you take!?"

"Relax, I only took a couple of rolls" he answered back not even a bit scared of his future dad, "The guy was old. He wouldn't be able to tell the difference"

"It doesn't matter how old he was! Taking other people's stuff is not right! You do that, you're just as bad as those crooks! I can't believe I trusted you!"

"Hey, easy dad" the boy apologized, "Tell ya what. Why don't we use the rest of the money we have to buy that game sphere that you wanted so badly? I'm sure there'll be enough left for us to use" the offer was very tempting for Ben. He really wanted the game sphere more than any physical item in the world but it just wouldn't be right for him just to use someone else's money. He could see the game sphere just beyond his reach and it would so well in his room. "Come on dad. Think about it" Kenny added to his persuasion, "Heroes like us deserve a little rewards once in awhile right? Besides, I think that old man would've given us this money if he knew who we were" he then tempted his future father some more by dangling some green on his face. "Come on… you know you want it"

But that soon broke Ben off his concentration. With one swift move, he snatched the money right out of Ken's hands and frowned, "No! I'm taking this back to the old man… right now. No matter how you look at it. Taking other's stuff without permission is stealing!" he scolded. As Ben pushed his son back, he quickly turn to his Omnitrix and transformed into XLR8, the speed devil alien so that he could travel faster. "You stay here until grandpa and Gwen comes back so we can you back to the future!" From the sound of the boy's voice, any one could tell that he was pissed off beyond all reasons.

And with that final word, he dashed off towards the exit so that he can return the money that has been unjustly taken. But little did he know that Ken, had just about had enough of his father.

"Oh yeah… well there's no way I'm letting you out of this!" with a press of the Omnitrix, he too turned into XLR8 and went after his father.

By the time they were gone, Gwen had returned from the rest room. "Ben? Ken?" she muttered before seeing quick flash cross her eyes. "Oh no…"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Just as Ben was about to make it through the exit he couldn't help but think of how a fool he was to trust a son from the future. That kid was definitely a Tennyson, but he still had a long way to go before thinking of becoming a hero. He must've probably been spoiled all his life… and with that Omnitrix on his wrist, he can be quite the show off. After thinking about it now… Ben realized why he wasn't anything like Kenny. Unlike him in the future, he didn't have to keep his powers a secret so he couldn't tell anyone, not even his parents of the deadly weapon he held in his hand.

If everyone knew that he had powers beyond the capacity of a god, he would've been spoiled and think that everything he sees belongs to him. At that moment… he was extremely glad that he had kept it a secret. If he didn't, who knows what kind of a jerk he might've become.

Bu as Ben thought of it to himself, he was suddenly tackled off course by another Kinceleran in the area. "Gr… hey what's the big idea?" he yelled out loud to the new alien that smacked him.

"You always were too free for your own good… pops…"

"Kenny?" Ben said in disbelief, "What are you doing?! I thought I told you to stay put!"

"I through taking orders from you pops! You're not the boss of me anymore. Not in this time line! I have more power and more aliens in this watch than you can take me on with your whole body!" he then changed into Diamondhead, the Petrosapien alien, "From here on out… Kenneth Tennyson will the new hero of earth and you can just sit back in the shadows just like I did"

Ben slowly got up and faced his son up close. "Gwen was right… you really are out of control!"

"That's what Devlin said to me as well…"

"This is your last warning Ken…" Ben couldn't believe that he actually threatened his own son, but he could care less about that. If he was his son, it was only his duty to discipline him. "Go back to the fountain… now…" he emphasized the 'now' word as a punch line to his threat.

But this only made Kenny (Diamondhead) chuckle, "Hehehehe… like I would be scared of someone like you" with a smirk, he quickly fired out a volley of crystal shards at him, "Think fast!" but with Ben's (XLR8) lightning fast reflexes, he was able to dodge them with great ease.

"Looks like someone here needs a little time out! Rock head!" with speed faster than light itself, Ben smacked right against Ken's face, knocking right on the ground. "You may be as hard a rock, but that doesn't you can't fall like one"

"Then I guess we should heat things up a bit!" Kenny immediately changed into Heatblast and began firing at his dad. But as usual, XLR8's speed was simply too much for him. "Anyone up for some fast medium well done meat!?" he yelled out before firing another fireball on a store which sent it burning into a crisp.

As the battle ensued through the side exit of the mall, the shoppers began to panic and flee the scene of battle like a pack of ants that had just lost their queen. "Give it up Kenny! You can come at me with a hundred aliens, but you won't be able to beat me!"

"Oh really!? I like a good challenge!" he replied while he continued to burn everything in his sights. "Why don't we make this into a fire ring death match!?"

Ben knew that XLR8 was incomparable when it comes to strength against Heatblast so he had to think of another way to battle against Kenny without reverting back to his normal human form. He darted his eyes left and right, trying to find a weapon to combat Kenny. A wooden stick would only burn upon impact and anything metallic would only bent under the heat.

But just when Ben thought that it was hopeless, he quickly spotted a fire extinguisher on the pillar next to him and grinned. With one swift move, he grabbed the fire extinguisher and grinned under his mask. "Why don't you… chill out for a moment!" he sprayed out the cool gas right on the boy's face, dousing the fire on his back.

"Alright pops, you asked for it!" again, Kenny morphed into Wildvine the plant alien. "There's no place to run this time!"

"I don't need to run, fauna boy! Bring it on!" and with that, they charged in against each other. Ken's amazing jungle like abilities made him agile and at the same time extremely powerful against XLR8's weak body and the explosive seeds on its back only added as a weapon to his arsenal.

But Ben was not without an advantage. With his quick thinking, he was able to dodge any attack Kenneth gave out and countered it with weaker, but still effective blows. As the two of them continued their never ending fight, the mall soon turned into a battleground between father and son.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

On the other side of the mall, Grandpa Max soon arrived at the meeting from his shopping at the metal shop. He expected to see his entire family there, but when he got his eyes to the table where they were supposed to meet, he only saw Gwen there. "Gwen? Where's Ben and Ken?" his question was soon answered when an explosion occurred, scaring some of the customers away. Without another word, the two of them quickly dashed off towards the scene of the battle only to find that half the mall had been thrashed like a war broke out.

"What's going on over here?!" Max shouted completely awed by the two Omnitrix's powers.

"My guess would be: A father and son problem" Gwen answered, "Do you think we should stop them?"

"I don't think neither of us can stop them even if we tried" Max admitted, "Let's just focus on getting the people out of here. I'll get the fire extinguisher, you get the kids away from here" with that chain of orders, Gwen quickly dashed off towards the nearby store to help some panicked civilians out of the area.

"Oooffff!!" Ben groaned out as he got whacked by Kenny's (Wildvine's) tentacles, "Had enough yet pops!?" he taunted, trying to provoke Ben into attacking him, "There's no way you can win dad… I can change into any alien that I want and you got nothing but a one with a simple limiter! There's no way you can defeat me!"

"Oh yeah!? Well I don't need to be an alien to take you on!" right then, Ben's Omnitrix began to glow red and soon he was turned back into his normal human form. "Just being human is more than enough to take a creep like you down!"

"Well I'd like to see you try!" Kenny quickly changed into Spitter, the spitting alien that Ben have not yet acquired.

"Eww… Gwen was right, this stuff is gross!" Ben stated as he dodged the sticky spit of Kenny. "Alright Kenny, that's it! No more Mr. Nice Guy. When you're in my town, you're going down!" he quickly ran towards the electronic store so that he would be able to make his last stand against the crazed boy.

"What's the matter dad!? Afraid of your own son!?" Kenny shouted as he turned into Diamondhead again.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

As Ben hid under some large flat screen TV, Gwen quickly arrived in the area to lend him some support. "Child trouble?" she joked to which the boy simply groaned.

"He's gone power crazy" he began, "How does my future self put up against him?"

"Well… he's your son. It's not my job to tell you how to raise him"

"Then it's time for Ken Tennyson to know what it means to fight like a Tennyson" Ben quickly slammed his fist together as he prepared to do battle. "Gwen, you should get out of here. I'll handle him" Gwen didn't really know what Ben had in mind, but whenever he spoke that seriously, she knew that it would best just to cooperate.

The city wasn't just a place where Benjamin Tennyson lived. Sure he had a house, a school and his entire family lived here, but it wasn't just a place of accommodation. This city was his turf and only an idiot would chase after him in this urban jungle. Through the years of studying in this place, the boy had remembered all of the hidden locations and secret passages that cut through streets and alleyways. He can read the sewer ways like the back of his hand and hid many supply caches throughout the city. And the electronic store that he was in just so happens to be one of them.

As Ben rushed into the back of the cash register, he lifted the floor mattress away, revealing a trap door that had been carefully camouflaged by paint. Not even the store owner of the shop would know that there was even such a stash hidden right under his feet.

Inside the secret stash were a bunch of water balloons filled with super glue, a stinky pepper spray and a V-2000 water gun. To some, these things would probably just be used as toys. But when these tools fall into Ben's hands, they can be used as weapons. Finally armed and ready for any opponent, Ben turned his attention back to the entrance, where his soon to be son was coming through.

"Come out come out wherever you are!" Kenny (Diamondhead) snickered as he walked through the door. When he got into Ben's line of sight, he quickly fired out a volley of crystals right at him.

"Come on Kenny, even grandpa Max can shoot better than you… seriously!" Ben taunted back.

"Well I may not be the best shooter, but when I get close and personal… it'll be a different story!" Kenny shot back. "Come out and show yourself!"

"Well why don't you… stick around!" with one toss, Ben threw out his sticky water balloons which exploded upon impact against Kenny's diamond hard skin. At first Kenny thought that they were just ordinary water balloons but when he tried to move again, he realized that they were actually glue.

"Grrr! You think this will stop me!? You're gonna have to do better than that dad!" he again fired a barrage of crystals which nearly hit Ben by the shoulder. As the boy continued to pin his father behind the large pile of TVs, radios, and other CD players, Ben thought that it was time to fight back.

"Hey Kenny, you're on TV!" While Kenny was busy getting out of that sticky situation, Ben pulled out a mini TV from the rack and slammed it right onto Kenny's face, sending him right back onto the ground. Even though he was a pint sized kid, Ben had his own secret strength hidden behind all that skin and bones.

Humiliated in front of a large crowd, Kenny instantly grew angry, "GRRRAAAA!! You're dead meat!"

"I know you are but what am I?" Ben laughed as he continued avoiding his son's attacks. He dodged one crystal after another and even though Ken can change into fifty different aliens at once, Ben began to see through his flaw. The boy was just as hard headed as he was, but he was too confident. He relied only in his alien forms and not his true self. If he wanted to be a Tennyson… then he's gonna have to learn things, the hard way.

"That's it, no more nice Kenny!" Angered by his father's continuous taunts and warnings, Kenny changed into Ditto, to odd up the even. "One of me is trouble. But why don't you try two or three… why not ten!!" he quickly multiplied himself into five pairs (that means there are ten duh!) and began searching the store for his father. "Ready or not, here we come!"

But Ben had a way to counter this. He knew that the Dittos were great in sheer numbers, but when one of them falls, they all fall. Quickly taking his position near the CD players, he pulled out his stink spray and grinned like an evil villain.

"Hey! I found him!" called one of Kenny's Dittos.

"After him!"

"Don't let him get away!"

"He's mine!"

"Don't you mean 'ours'?"

"Whatever…"

As Kenny finally got Ben surrounded, he ordered all of them to pick out one thing from each of the rack and use it as a weapon. Once they got close to Ben, the boy quickly sprayed the face of one of the Dittos. "Have a little taste of this skunk breath!"

"Ahh! My eyes!"

"No my eyes!"

"I can't see!"

"Let me at him! I'll show him!" in a matter of seconds the blinded Dittos began punching each other, tumbling over one another like a bunch of pins after a bowling ball hit.

"Ready to give up yet?" Ben smirked triumphantly. But just like his father, Kenny was persistent. With another change of the Omnitrix, Kenny immediately changed into Upgrade, the mechomorph alien (combination of mech which means machines and morph which means transform) "Not even close dad!" not only was this a good idea to change, but since Kenny (Upgrade) was in an electronic store, he was practically in his greatest area of power. "Prepare to meet your maker!"

"I think that should be my line" Ben replied calmly. And it was probably true since he was the boy's (ahem) maker.

"There's no way you can win this time pops" Kenny began, "With all the technology here, I'm at my fullest potential as Upgrade!" without even waiting for Ben to reply, Kenny began morphing with all the TVs, radios and other electronic equipments on display. Soon later, he became something like of a robot that you would see in comic books and movies. "See now dad!? I am now unstoppable!" he was now three times taller than a man and was armed with all the deadly weapons his mechomorph could offer. He had missiles, rockets, lasers, chainsaws, and heck he even had a flame thrower up its nose.

But strangely enough, Ben seemed to be quite calm about this whole situation. "Actually…" he began, "You just made this fight… a whole lot easier…" with one move, Ben pulled out his V-2000 water gun and with one squirt, Kenny's legs began to electrify. Water and electronic devices really didn't match with one another.

"W… what the?!" before the boy even had the chance to move, an electrical shock surged through his body, making him ache all over. "AHHH!!" after a few minutes later… the boy finally gave in and was soon knocked down on the ground, turning back into his original human. The technology he had morphed with fell too to the ground but luckily none of them hit Ben or his son. "W… what happened?" Kenny spoke out a little confused on how he was beaten so easily.

"You've just been grounded…" Ben replied with a serious and stern looking face. And with that, Kenny soon fell unconscious.

A slow and silent pause erupted soon after the battle had settled. Grandpa Max and Gwen were the only two witnesses of the great battle that had ensued here. Future father and son fought like they were literally trying to kill each other. It was so horrifying that not even the mice could bear to watch. The whole side of the mall was torn asunder when they battled. Some sparks of fire still sprang from time to time, the sprinkler system had just been activated, but even they could not douse the heat that had erupted here today.

As Ben tossed his water gun to the floor, he approach Kenny's unconscious body and carried him by the arm. He didn't really know what to say that time. What was really there to say? The boy was going down a bad road and he needed to be stopped no matter what. With the water sprinklers pouring down on both their faces, Ben gave out one of his most depressing sighs of all.

Was it really a victory? Or some twisted joke given by fate itself? He couldn't tell. But what he can tell however… was that the boy wasn't going to be going hero any time soon. That last electrical shock didn't just mess up with his body… it also messed up his Omnitrix circuitries. The green glow that used to remain on its symbol had vanished leaving nothing but a shell without a soul.

"You ok sport?" came Max's voice as he approach his grandson.

"Not… really…" he replied as the water went down his face.

"What happened between you two?" Gwen asked out of curiosity's sake.

"Dunno…"

But just as things began to die down a bit, a strong gush of wind suddenly came in, followed by a bright flash of light. As the Tennysons turn to the source of the light, a portal emerged, creating a strange rift through time and space. Grandpa Max was probably the only one confused on what it was, but Ben and Gwen knew what that portal was. They had seen it before and knew who would be coming through it.

**A/N: When the past and future characters are talking I'll put a '(number)' to signify them.**

When the portal finally completed its circles and symbols, Ben 10k (2), Gwendolyn (2) and future grandpa Max (2) came forth.

Again… another awkward silence erupted when the same families from different timeline met eye to eye. How often do you actually get a visit from your future self?

As the future Ben (2) saw his son on the hands of his past self unconscious, he could tell what had happened. He knew Ken wasn't ready for such power and he probably abused it in so many ways just like he did in the future. The boy was inexperienced and too fool-hardy to understand how it was like to be a hero. Perhaps this little experience back in the past should open up his eyes.

So without a word said, Ben (2) approached his child self and smiled, "Hey… I hope he wasn't too much trouble"

Ben simply smirked back, "Nah… but if I were you (and I will be you) I'd ground him for a month"

"Trust me, grounding him for a year isn't gonna change him either" Gwen (2) replied, "But we got to start somewhere"

Ben 10k (2) then took his knocked out son into his arms and smiled at his face as he moved a strain of his hair off his cheek, "Well the good thing is that the time stream isn't as badly damaged as we thought it would be. The moment we go back to the portal, everything should revert back to normal"

"Just make sure to put a leash on him by the time he wakes up" Ben groaned, "I don't think his Omnitrix will be working for awhile"

"I'll keep that in mind" Ben (2) replied, "I'll see you around, little me" and with that he walked back into the portal where he could properly punish his son for messing with the past… even though he was sent there by accident.

But a few minutes later, Max was soon approached by his older and slimmer self. "Well… it looks like I finally lost that big gut of mine"

Maxwell (2) nodded, "Y--up… got rid of my bad back and white beard too ahehehehe"

"I must've lost a lot of weight battling bad guys thirty years from now huh?"

"I lost a lot more than you know" Max (2) gestured to his robotic arm as he grinned, "Got to make a lot sacrifices too"

"Was it worth it?"

The future Max (2) simply looked at the family that had gathered and grinned from ear to ear as he replied, "Definitely…" as he slowly walked back to the portal he instantly remembered something, "Oh by the way. Two months from now, when you see a guy selling hot dog near the trailer park… trust me… don't eat it. It gave me a bad stomach for a week"

"I'll remember that"

It was then Gwen's turn to face her future self. "You… don't like the one I saw last time…" she said confusingly.

"Yeah… that was probably me, twenty years from now" Gwen (2) chuckled, "I realized long hair was way better than my short one though. Took me a while to grow it back again" she then turned to Ben who was simply starring at the portal to the future. "Hey Benny. I know Kenny must've done all this damage… but I think I understand why he's like that sometimes. If there's anything I can do to help"

"No problem…" the boy interrupted with a slight chuckle, "But… you could help me with the master code for my Omnitrix"

"Sorry, I don't specialize in Omnitrix technology" Gwen (2) smirked, "But I think I can help you with a little souvenir from the future" she quickly took out a small gift cube and handed it to him, "But don't open it until you get out of here"

"Uh… ok…"

Gwen (2) simply smiled at his adorable yet innocent face. To have him look at that strange item like it was some kind of a bomb made him look so childish, "Hehehehehe… boy I really forgot how cute you were back then. (to Max (2)) Come on grandpa. We don't want to damage the past as much as it has already been"

"Right with ya" and with one final farewell… the Tennysons of the future departed back to their original time and hopefully they'll stay where they belong.

"Man… can this weekend get any weirder?" Ben mumbled as he held his head down a little unsettled by the whole situation.

"Yah, my future self just called you cute" Gwen added with another grin. And with that, ends another chapter in the history of the Omnitrix.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

**Epilogue**

After that strange yet exciting battle at the mall, the Tennysons quickly got back to the Rust Bucket before the local authorities return to check out what was really going on. By the time they left, the mall was turned into a complete wreck that would probably take weeks to rebuild. But this was not a complete waste of time to Ben, Gwen and grandpa Max.

Right after they had left, they did not come home empty handed. Gwen still had her clothes and Max had all the things he needed from the metal shop. But Ben had the best gift of all. Once he opened up the gift cube he received from Gwen (2) it turned into a game sphere! The same one that he had seen in the game store back at the mall.

"Cool! A game sphere!" he yelled with glee, "This is totally awesome!"

"Sorry you had to see all of that grandpa" Gwen said to her old man who simply smiled in return.

"Oh don't you worry Gwen" Max replied while keeping his eye on the road, "To know that I still get to live for another thirty years makes me happy already. And to lose my big gut and bad back was probably a blessing. I know I shouldn't say this, but I can't wait for the future!"

"I can" Ben added, "If I have to keep watch on Kenny 24/7 hooo… then there's no way I'm ever gonna get married"

"AHH!" Gwen shrieked, which caught the attention of both her cousin grandpa, "I forgot to ask my future self what trends they'll use on the twenty second century!"

The last thing that can be heard that day, was the laugh of the Tennysons, ending what was supposed to be… a great and wonderful day.

End of episode…


	9. EP 3 P1

Episode 3: A Worthy Opponent (Main Story)

**Episode 3: A Worthy Opponent (Main Story)**

Summary: After defeating Vilgax's invading force for the twentieth time, Benjamin Tennyson gets too overconfident and thinks that he is invincible. But soon, Vilgax enlists the aid of Raze, the deadliest assassin in the entire galaxy, and he will become an opponent not even Ben, Gwen or Grandpa Max can handle. Will there be a way to stop him or will Vilgax finally triumph?

**Chapter 1: Overconfidence?**

**(Incarcecon)**

Incarcecon, the place where all the lowest scums of the galaxy are taken by the galactic authorities to be imprisoned until they perish. It was the highest security prison with the least record of prisoner escape. There were more than a hundred thousand guards in this facility and probably more than million prisoners and convicts to start world war three. Many of the inhabitants of Incarcecon were guilty of charge and some were probably here just to hide from bounty hunters throughout the universe. There had been very few prisoners who gets to bail out of this prison, but those who do are considered to be very lucky.

The prison was built to be like a fortress. To be able to withstand against even the largest invasion, and with a patrolling fleet flying around the complex every minute, a ship would need to have a miracle to device just to get through the blockade.

Deep within the darkest pits of the prison fortress, was a place the guards call, Prison Cell A-I-D which had been amply named, The Dead Hallway by the inmates. It is here where the toughest, most ruthless and merciless creatures of the galaxy are kept. They were too dangerous to be left roaming around freely since they would kill every inmate they see. In there a prisoner would be provided with a single cell chained to the wall with a laser lock so that they won't be able to scratch themselves without the guards knowing about it. The cell doors were also unique, since they were powered with a special force field capable of electrocuting anything that touches it.

Today, three guards were walking down the Dead Hallway to check up on the inmates.

"Alright… let's get this routine done and be on our way" said the leader of the group as he carried his portable roster on his hands. "This place gives me the creeps"

"I know what you mean sarge" said one of the veterans, "A platoon came here the other shift and suddenly Placto somehow got loose" he chuckled out loud as he carried his laser rifle, "Man, those guys were never the same when they came back out. It took half a company just to get that man back in his cell"

"R… really?" came the rookie who seemed rather terrified of the story, "W… what happened to them?"

"You really wanna know?" the veteran asked growing a grin.

"Hey, stop scaring the rookie" the sarge ordered, "He's new to this facility. Give him some support"

"Yes sir" but the veteran simply whispered to the rookie, "When Placto came out, he literally sucked the life out of them. He's a Gargon you see and you know how much they like meat"

"ERGHH!!" the rookie yelped like he almost wet his pants.

"Yeah… he actually went and ate the guys fourth tentacles off his body" he continued, "And you know what he said then? (pause) He said it tasted like spaghetti"

"AHH!" the rookie was now terrified beyond all reasons.

"Enough!" the sarge barked out a little pissed off, "Stop scaring him and get over here! I don't want to be here anymore than he does. Let's just check them out and go" he then approach the first cell, "Prisoner number-133, Red Whip… check. Prisoner number-140856, Darth Vader… check. Prisoner number-50983, Stealth… check"

But then the rookie suddenly became confused when he noticed that the prison cell was empty, "AHH!! He's not here! Stealth is gone! He must've escaped!"

"Be careful kid!" the veteran shouted clucking his weapon, "He could anywhere!" he chuckled out while holding a laugh.

"Be quiet you two!" sarge barked out before turning to the empty prison cell, "Nice try Stealth, but your shadow is still visible. You might've fooled the rookie but I can see through your ruse anytime" immediately the alien convict reappeared on its wall, hissing venomously at him. "Don't worry rookie. You won't be the first who fell for that cheap trick"

"Oh… s… sorry sir… I just thought that…… never mind"

"Ok let's continue" sarge ordered out as he moved to the prison cell, "Prisoner number-501st, Raze…… the deadliest assassin of the galaxy…… check…"

The rookie quickly took a peek on the force field and noted the humanoid alien with six arms wearing a battlesuit armor was silent and in chains. "Uh… who's that?" he asked the veteran.

"Hmm? Oh you mean Raze? That's the toughest guy in the galaxy" He explained casually, "When he was still roaming free in the prison courtyard, he beat up probably seven or eight guys with a single blow. He was supposedly a bounty hunter with a wanted tag on him. On his last mission the dealer sold him to us and kept the money to himself. We used everything we had to stop him. Heck, even the Jade Warriors were no match for him"

"Really?"

"Yup, saw it myself. The Jade Warriors ambushed him back in Rilei IV and got whacked so bad they had to be suspended from action"

"Wow… that must've been something"

"Hey enough you two. Tour ride's over. Let's get out of here" but just when they were about to head off towards the guard post, a sudden clang in the steam pipes alerted their attention. "Wait… did you guys here that?"

"Yeah…" the veteran answered, more serious than before, "It sounded like it came from up there" he pointed at the steam pipes that were located above them. "Do you think it could be Alima pests?"

"Could be… but let's just be sure" the sarge then turned on his communicator, "Control, scan the area for Alima pests will ya? (static noises) Control, do you copy? Control? (static sounds) Hmm… strange… there seems to be a problem with the…" but before he could even finish that sentence, an explosion occurred right behind them, creating a hole on the toughest prison cell in the entire facility. "What in the Alliance's name?"

A few seconds after the explosion occurred, several of Vilgax's drones suddenly appeared out of the hole, firing their weapons at the guards. Buy the time the chaos started, the prisoners of every cellblock began to panic and a complex wide state of emergency was activated. Every guard and soldier quickly grabbed their nearest weapons and prepared for battle.

"We need to fall back!" the veteran recommended, "There's just too many of them!"

"We need to stand our ground here soldier!" sarge ordered, "If one of these prisoners escape, a thousand more will be put in danger! Keep firing and don't let up! That goes double for you rookie!"

"Y… yes sir!"

As the three guards continued to fire against Vilgax's forces, the drones began tinkering with the force field that confined the prisoner number-501st, Raze. They brought out some kind of energy disrupter and before the guards knew it, the force field was already down. The drones then disable the laser chains that held all six arms of the assassin.

"They're trying to get Raze! Stop them! Control, emergency lockdown on Prison Cell A-I-D now! Raze is escaping! Control? Does any read me!?" as the guards continued their battle against the drones, a spaceship suddenly appeared by the hole that had just been made. A wild guess would say that this was the escape vessel they were going to use.

Raze didn't really know or care what was going on, but he sure didn't want to spend the rest of his life time in Incarcecon. After boarding the space shuttle, another explosion occurred, creating a minor distraction for the security forces while they escape.

This was certainly turning into an interesting day…

**(Opening theme) (ahehehehehe)**

**(Bellwood city streets) (Earth) (03:30 PM)**

Bellwood city, the place that was said to be the normalest city in the entire country of the US of A, a place where people could live in peace, harmony and tranquility, a place that no harm shall come to any of its citizens and a place where you could call home………

Yeah right…

It USED to be…

Bellwood city was a war zone, clear and simply. A city terrorized by criminals, thieves and mutant aliens bent on world domination. There is never a time where the police sirens would not be heard and emergency services rushed to every corner, trying to save lives from whatever danger that posed a threat to the city.

Even by daylight, the evil-doers of the city do not sleep or fear the police. They were bold and often take fights onto the streets if necessary. But now… a few months after summer break had ended, a new law enforcer came into town. An alien force like none the world has ever seen was laying waste to the city's low lives. There had been many rumors going on about the alien vigilantes. Some claim to see a creature with four arms stopping robbers on their tracks. Another group had taken pictures of another alien that was made entirely out of diamonds.

And of course… the list went on…

But this was a good thing for the city. The police didn't find it to be hindering and in fact, a lot of the emergency services were actually kind of grateful for them. The aliens had saved countless lives in Bellwood city and a lot of people had begun to even speak praises of them. Unlike most superheroes or vigilantes that worked around the world, these aliens would gladly pose in front of cameras and allowed the media to take pictures of them. They had become so popular that children began to play as them and one even said that he wanted to be Heatblast's sidekick.

And today was no different for the work of a superhero…

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"Ooofffff!!" that was the sound of a thug grunting as he was slammed to the ground by Ben in his Cannonbolt form. Apparently a group of thieves were planning to rob the bank and go in for a quick getaway, but little they know that Ben, Gwen and Grandpa Max were there to make a little withdrawal from the account. When the robbers came in, Ben quickly found himself a secluded spot in the toilet room and went hero.

"Sorry, if you want to make a withdrawal, you're gonna have to get in line like everyone else buster!" Ben smirked as unrolled himself in front of one of the six thieves.

"What are you two waiting for!?" the boss of the gang shouted, "It's only a big round yellow ball with big teeth! You guys can take him!" the two goons quickly grabbed some hard objects from the ground and charged at the Arburian Pelarota (Pelota in Spanish means ball and rota as in rotation) like crazed suicidals.

"The name is Cannonbolt! Not ball!" Ben yelled back before rolling back into his round form. When the two goons came at him, he immediately pound them to the ground and made sure they'd stay there… at least until the police arrives. "Oh yeah… who rocks!?" but little did he know that the first guy he beat up was coming back to up.

"Look out Cannonbolt, behind you!" shouted a kid who appeared to be one of his fans.

Ben quickly noted the bad guy and rolled backwards, crushing the goon flat. "Thanks kid" he gave out a thumbs up to the kid who warned him. But then he noticed another two goons coming at him. "Aww man… don't you guys ever take a break?" with one jump and one roll, he crushed the two attackers making them into living pancakes. "Awww… I had such a crush on you guys ahehehehehehe" but just as Ben was busy mocking the downed bad guys, a sudden scream caught his attention.

As he turned his head around he noticed that the boss of the gang had the clerk of the bank as hostage with a club in his other hand. "N… not a move you round, yellow freak! You take one step up front and this girl gets it!"

Ben didn't really know how to deal with hostage so he simply just complied and stepped back for a moment. He was good when facing opponents but under these circumstances, he was as clueless as a monkey. But just when the thief thought he could get away with the money, Maxwell suddenly appeared from behind with an iron pole and WHAM!! Down goes the bad guy.

"That'll teach you to handle a lady, punk" the old man smirked as he turned to Ben, "Nice one… uh… Cannonbolt" he said out loud trying not to appear related with Ben in front of the crowd.

"Not bad yourself gramps" Ben replied with a chuckle. It wasn't long then till they began to hear the police sirens coming from the distance. "Well gotta go! The police should be here any minute now" and with that he bounced off through the door and back to the RV so that no one would get suspicious of his activities.

With Ben gone, Max turned to the clerk of the bank, "So uh… mind if I cut in line?"

**(A few minutes later) (Rust Bucket)**

After that heroic effort in the bank, grandpa Max and Gwen returned to the Rust Bucket only to find Ben there grinning like an idiot knowing full well that he had done well for today. "Well, someone here looks happy" said Max after putting his withdrawn money in his wallet.

"Duh!" was the word the boy used as a reply, "I stopped two robberies today, chased a jewelry thief all across the highway, wrestled a mutant alligator by the sewers and plowed the Circus Freaks back to prison right when they got out. Isn't there a villain left out there who could give me a challenge?"

"That's what you said last time when we had to fight the Negative 10" Gwen grumbled as she picked out the morning newspaper. As she read the highlights of the day she groaned even more when she saw Ben in his Wildmutt form giving some orphans a ride on his back. "Ughhhh… alien mutt gives orphans a ride home" she said the title out loud.

"Oh yeah I remember that" Ben recalled, "That was when I was chasing Thumbskull up a tree. Man, you should've seen the look on his face when I gave him a bite on his behind ahehehehe"

"Ahehehehe… too much information, thank you very much" the girl replied, shifting the pages to the fashion corner boringly.

As the drive went on, Ben quickly let out a sigh, "Man… I wish something big would happen… at least then, I won't have to go to school at all"

"Now Ben…" Max stated, "I'm sure you're confident with your skills, but you shouldn't get too overconfident. When I was still back in the Plumbers, I used to think I could take on anyone myself. I beat up so many aliens that I believed that I was also invincible"

"So… what happened?"

"Well… during a mission, I had to face off against two Crololian Demes" Max explained, "I used every trick I had in the book and they still came after me. I ran up a mountain wall and cling onto the ledge. I was unarmed and my communicon was broken. All I had left were the clothes on my back. Luckily for me those dumb dogs weren't exactly the best climbers. So I waited and waited and after an hour, one their claws scratched through my butt…… the scar has been there ever since" he gestured to his gludious maximus which his two grandkids only stuck their tongue out in disgust.

"Ewww… grandpa!" they said together.

"Hey, it's a lesson" he replied to their annoyed tone. "I'm just telling you not to get too overconfident or you'll be leaving a fight in disgrace"

"Yeah… but could you please not mention your behind? Just thinking about it grosses me out eghhh!" Ben shivered to the thought of having a scar on his butt.

**(Vilgax's flag ship) (The Jala) (Training room)**

Right after Raze was taken out of Incarcecon, he was immediately escorted to the Jala, Vilgax's main battleship. The ship itself was a marvelous design capable of housing more than a million people without any life support. But sadly, all of Vilgax's minions were drones.

A few minutes later, Raze was brought to the training room where a giant monitor hovered over him. A moment later, several drones popped out from the holes sockets and began to attack him. Raze knew that this was some kind of test to see if he was strong as the rumors claim that he was. With his six bionic arms and battlesuit armor, he prepared himself for battle.

When the drones attacked with their laser beams and drill machines, he used everything he had in his body to fight back. He used martial arts and his superior agility against his opponents making them confused and uncontained… driving them off balance.

One after one after one, fell before his deadly accurate skills… and in just five minutes, he destroyed more than a hundred of the drones sent against him. But even though there was not an enemy left on the field, he still did not let his guard down. Raze was an expert killer and the constant times of being on the run made him cold and unable to trust others with their words.

Right just when things were quieting down a bit, a giant robot mantis drone appeared behind with giant claws ready to tear anyone or anything apart. If a person should see this monster up close they would immediately go crying back to their safe havens, but Raze simply starred at it boringly like he had already faced greater challenges. With one good leap, he jumped onto the mantis robot's arm and pulled it with relative ease like it was made out of paper. And with the power of his six arms he carried the torn limb of the robot like a club and slammed it right onto the giant, destroying all of its circuits in an instant.

Once the battle settled down a little later, the giant monitor suddenly turned on, revealing the face of Vilgax, the great warlord. "Hmm… most impressive" the hissed, "The rumors of your exploits do not do you justice, assassin… or should I call you… Raze?"

"Vilgax…" the assassin known as Raze spoke back, "The Chimera Sui Generis from the planet of Dokmar II and leader of the second most powerful faction in the galaxy"

"You know of me?" the warlord asked a little curious.

"I had been hired to assassinate you once" Raze explained, "But unfortunately, my employers betrayed me before I could complete my mission. To what do I owe the honor of meeting the great warlord himself?"

"Like all of your employers, assassin, I wish to hire you into my service" Vilgax hissed back in a very snake like manner.

"I refuse (what?) You broke me out of prison and decided to test my strength. You have already used me once therefore I cannot do you anymore service"

Vilgax really had to resist an urge to kill Raze with a press of a button. The guy was good that much he wouldn't deny and his skills are exactly what he needed to defeat Ben Tennyson. "Name your price assassin!" he yelled out finally, "I posses half the galaxy at the paws of my hands. I can give you anything that you want! A planet to rule if you will! Just say it! Every being has a price"

"And that is where you are mistaken" Raze replied holding up three of his hands, "I am an assassin who does not work for money… I only work for my honor and pride as a warrior!"

"That's too bad…" Vilgax hissed, "And to think I recovered your weapons for no reason at all" immediately the door to the next room opened up revealing a servant-bot carrying four long masamune katanas and two plasma rifles.

"My weapons!" for once Vilgax was pleased to see the surprised expression on Raze's face. "Where did you find them?"

"They were locked up in a secure vault in the Dao system" Vilgax answered, "You now owe me a debt of honor, assassin. You will aid me as such as your honor demands it!" he raised his voice slightly trying to get the fear out of the warrior.

Raze, paused for a brief moment as he took his weapons into his hands. He was a man who repaid all debts and not one to hold tie to anyone. So after sheathing his armaments on his back, he turned to the monitor and bowed slightly to his new temporary master. "Very well… as payment of gratitude, I shall do for you one deed… lord Vilgax"

"Excellent…" he hissed back with an evil grin growing upon his cheeks, "… I need you to destroy someone for me"

"Name my target and it shall be done" the assassin rose back to his original position with a prideful pose.

"The target's name… is Benjamin Tennyson" a picture of the boy quickly appeared on screen in full color and along with his cousin Gwen and Grandpa Max.

"A human? I have never hunted a human before…" the assassin quickly took the image of the boy into his mind and familiarized himself with all of his features, from the clothes that he wore to the color of his eyes. "How and where will I find him?"

"Oh do not worry about that" Vilgax grinned, "He will be the one who finds you"

"Very well then… I shall locate and defeat this human… if that is what you wish. When that is done, my debt from you shall be cleared" and with one last bow, Raze left the room to prepare himself for the next battle.

**(Bellwood city restaurant) (The Hudson House)**

Ben, Gwen and Max were in a small city time diner that served the highest quality food here side of the state. After that little battle back at the bank, they thought they deserve a little treat for their actions so Max decided to treat him to one of his favorite place. The Hudson House, named after its first founder, Oswald Hudson.

The diner was built out of a big old trailer that broke down here in the city some five years ago and was converted into a small establishment by the owner. There were a total of eight tables complete with comfy sofas to boot. There were also a row of stools lined up fairly on the counter with a good clear view of the TV.

"Thanks for treating us out for dinner grandpa" Ben thanked with a smile. Although he had to share a seat with his cousin Gwen he didn't mind.

"Ahh your welcome sport" the old man thought nothing of it, "Besides, you guys earned it. After fighting for the whole day without break deserves a little reward after all"

"So why bring us all the way here?" Gwen asked, "I've never heard of the Hudson House before"

"It's a great place!" Max answered, "My favorite restaurant in the entire city. Its got a quiet neighborhood and a friendly community and…" but before he could finish, a sudden disturbance began to occur right at the cashier.

"Alright lady! Coughed out the dough and no one here gets hurt!" a thug quickly pulled out a weapon from his holster and pointed it at the cashier. "And that goes double for all y'all!"

"So much for a friendly neighborhood" Ben muttered before turning to his Omnitrix, but before he could activate it, Max stopped him.

"Wait Ben… watch and learn" the old man grinned from ear to ear as he pitied the guy who dared try to rob this place.

"Is this a hold up?" the old lady clerk in Max's age replied holding a frown, "Alright… wait right here and I'll get the money" but just as she was about to reach for the cash register, the old lady pulled out a baseball club from the cabinet and whacked the guy right on the head. "That'll teach you to rob this joint ya free loader!"

"That's it! You asked for it lady!" the thug threatened. Bur right before he could even get back up on his feet, another one of the patrons of the store grabbed the mop from the janitor's closet and stuck it right on his face. "Ahh! Hey, what the!?"

"You came to the wrong place to bust little man!" came another patron's voice as he smacked him with a cold iron fist. Once the thug had been beaten to a pulp, the old lady clerk opened up the door and threw him out on the muddy street like a pig on a pigsty.

"And stay out! We don't serve your kind here buster!" was the last comment she gave out before slamming the door close. And with that, the clerk and the patrons simply went back to their respective areas like nothing had happened. It was probably a usual routine to happen once in awhile around these parts of town.

"Whoa, talk about your friendly neighborhood" Gwen muttered.

"Sorry about the scare kids" the old lady clerk apologized, "I hope that thug didn't scare away your appetites. These things happen all the time around these parts of town"

"Don't worry Maria, they're stronger than they look" Max replied.

"Well I hope so. Tell ya what, why don't you guys or…" but then she soon realized who she was talking to, "Wait a minute… Max!? Maxwell Tennyson, is that you!" this quickly caught the attention of the other patrons who were also in the area. "Oh my goodness, you gained a lot of weight! I can hardly even recognize you! How ya been? Hey everyone, look who it is, it's Max!"

"Hey Max!"

"Maxie buddy over here!"

"Hey!"

The old man quickly gave them a good greeting wave before the old lady continued, "So how ya doing Maxie boy"

"Never been better" was his answer. They soon gave each other a good old hand shake and a friendly hug. "How's Oswald doing?"

"You mean that no good husband of mine?" the clerk known as Maria inquired, "He's probably on his way to the fishing pond right as we speak. Left me to take care of the diner all by myself, that no good varmint. Sometimes I wonder what I ever saw in him" she then turned to the two kids who seemed to be confused, "And who are these little angels?"

"Kids, I'd like you to meet Maria Hudson, an ex-Plumber. Maria, I told you about Ben and Gwen didn't I?" he gestured to his kids with a carefree smile.

"Oh yeah… the wonder twins I've been hearing about" she said astoundingly, "The one with the Omnitrix that can change into any kind of heroes and the spell book girl" the two kids quickly gave out a shhhh sound to gesture her to keep it down low, "Oh don't you worry kids. Everyone here knows about your little secret. You'll find that everyone here is a friend"

Ben's eyes quickly widened as he got what she was saying, "Wait… so you're saying that everyone here is…"

"An ex-Plumber" Max finished him off his sentence, "As a matter of fact, this place used to be Plumber outpost. Maria here is the co-founder of the Plumbers"

"So that means…"

"I'm the second lady in command kiddo" she interrupted the boy as he stood up in shock, "My husband was the founder of the Organization. We've been battling extraterrestrial aliens and hooden-nannies for fifty long years and are still in great shape" she then turned to Max with a wide grin.

"Wow gramps" Ben remarked, "All this time I thought you were the one in charge of the Plumbers"

"Actually he was supposed to be" Maria answered, "One time my husband offered him to become his successor of the Plumber organization. You couldn't believe how disappointed Oswald was when you said that you didn't want the job"

But the old man simply waved his hand up in defense, "Oh I couldn't possibly replace you guys. I don't know what Oswald saw in me. There was no way I could've lead the Plumbers as good as you two coukd"

"Heh… same old Maxwell" Maria added with a smirk, "Always the modest one. So how's that buttox of yours Max? Still got that scar from little ol'e poochie?"

"Poochie?" Ben and Gwen cocked up a brow curiously.

"Ahehehe… well yeah…" Max answered nervously.

"Do you kids know that your grandpa Max has a scar on his butt?" Maria gestured to which they nodded back in reply.

"You mean the one he got when he was careless fighting against aliens?" Ben clarified.

But Maria simply shook her head, "No no no… I meant the other one. The one he got from poochie" seeing that they didn't know what she was talking about she decided to explain, "Well, since you kids would like to know"

"Come on Maria, do they really need to hear this?" Max pleaded to which she simply laughed back in reply. "Oh come on Max, they'll love it" she replied cheerfully before continuing, "You see kids. When Max was still a rookie in the Plumbers, I had a pet dog named poochie. He and little Max didn't really get along very well and they would often fight. One night when Max stole his bone from his bowl, the little guy got so angry that he bit Max's behind so hard that one of his tooth got stuck there ahehehehehehe. If you look closely, you'll still see poochie's teeth marks on it"

Ben and Gwen really had to fight down a laughter as Max turned bright red with embarrassment. He must really lost some respect from his grandkids since they always thought he would be a person who could do no wrong.

"See? I told ya they would love it" Maria added.

"More like, you loved it" Max shot bat still embarrassed by the whole poochie bite.

"Wow… a whole diner of secretly retired super agents!" Gwen said in amazement, "I guess you can't judge a place by its outer appearance nowadays!"

"You got that right kid" Maria nodded with a friendly lady smile, "So what I can get ya? This one will be on the house to celebrate Maxwell's return. I haven't seen you since summer break. All you ever sent were emails and letters"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

While our heroes continue to have a friendly chat in an extremely friendly environment, they did not realize that only a few blocks away, a contingency of Vilgax's drones along with Raze, the assassin were watching their every move.

"That boy is what the great warlord Vilgax wants me to hunt?" Raze questioned to his muted drones as they simply waited and watch. "He must be getting rusty. A simple human child managed to halt his advance? I guess you shouldn't judge a planet just by its shape and size and level of technology. But I'll need to approach him at a better angle… see what he's truly capable of" he then turn to his drones, "Go and create chaos… I'll watch from here" with a simply nod, the drones quickly disburse from the building and scattered themselves throughout the city so that they may wreck havoc among its populace. "Now… let us see what he can do"

**(An hour later)**

After the Tennysons finished off with their meal, they decided to head out before Ben decides to go onto his fifth plate and burst his body to death. "Thanks for the meal Maria" Max appreciated, "You still haven't lost your touch"

"Oh don't sweat it" was her reply as she turned to a full stomached Ben, "Why I've never seen anyone eat more than three of my delicious pork chop"

Ben burped out loud and chuckled, "The best dinner I had in years. I'll definitely come back here again"

"Come back any time little man" came the old lady's reply, "Any friend or relative of Max is a friend of the Plumbers. You'll always be welcome here at any time. Oh any by the way. I got you something for the road home. Triple ham and cheese sandwich mixed coated with mayonnaise. Enjoy"

"Whoa… it's like a whole meal packed into one bite! Thanks Maria!"

"Don't sweat it kid" she then turn her attention back to Max, "Are you sure I can't tempt you to stay? Oswald would be very disappointed not meeting you after such a long time"

"That's ok" Max waved back, "Besides, I need to get these two home. I'll come and visit again tomorrow"

"Come by anytime you like. You two can even have meals for free"

"Umm maybe you should reconsider that" Gwen replied smiling jokingly at her cousin, "Ben has more than six stomachs and I don't think sloppy Joe can fill them all"

"No problem… nothing like a little challenge to spicy up the day. You all drive safely now ya hear?" and with one last farewell, Max quickly drove off towards the city streets so that the kids can finally go home and relax.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

The road trip on the highway went as smooth as silk and nothing bothered our heroes on the duration of the trip. Gwen was busy studying for a pop quiz tomorrow and Ben didn't speak because his mouth was too busy chomping the sandwich Maria made for him. Everything was fine and everyone was happy. But as Max continued to drive through the busy city streets, he began to feel rather odd. It felt as if the battle that had just happened from morning to evening didn't even happen. They had battled countless paranormal forces, beat up criminals that were beyond the call of duty and saved the world so many times that he had already lost count. If a normal kid should experience this, their lives would've been changed dramatically. But here… his two grandkids looked like nothing extraordinary was going on.

Perhaps it was just his mind going through overload mode here, but now that he thought about it he couldn't help buy wonder. What was going on in the minds of his grandkids? Were they changed through this unnatural life a 10 year old? Would they be any different if they had just been normal kids with no super powers and no magical abilities? He couldn't tell…

All he knows is that whatever happens now… must go on. He cannot change the past and allow himself to be the one with the Omnitrix… or defeat Vilgax on his own. He would just have to move on and continue the life he had chosen.

"Ughh… grandpa!" Ben called out, "The freezer is broken again! Oh well… melted ice cream it is" he quickly took out a bucket of melted ice cream and shoved a spoon full of it down his mouth.

As Gwen was distracted by the sound of the constant yuckiness pouring down the boy's she gave out a bleh sound. "Eww… gross. Can you at least eat silently so that no one can see your might rudeness? Just hearing you slurp is making my stomach churn" but then suddenly, a loud explosion occurred right off scream making Max hit the emergency breaks.

When the RV finally came to a full stop, the trios quickly came outside to get a clear view of what was going on. "Whoa!" was all Ben could say when he saw the skies. A small army of Vilgax's drones were terrorizing the citizens of Bellwood and from the looks of it, they were just randomly destroying targets. "Aww man… can't it be enough for one day? I already went hero six time today!" he groaned.

"Looks like Vilgax's come back for revenge" Max concluded before grabbing some weapons in the RV, "Ben, you and Gwen go stop the drones. We have to move them out of the highway at all cost!"

"No problem!" Ben replied as he turned into XLR8, "I can do this job with one leg tied behind my back!"

"Ben! Wait!" but it was far too late for Gwen to call him since he was already long gone. "Oh brother…" she groaned.

Immediately right after the attack had begun, Ben got right back to work as being hero. Every drone or android sent against him were instantly brought down with super sonic speed and razor sharp accuracy. Ben was probably used to this since it has been the only thing he had been doing for the past months after he came back to school. Beating up bad guys and claim the title of hero again and again and again like some sort of a routine or something. But he didn't mind. To be allowed to destroy things without getting shouted at was probably the dream of every 10 year old kid in town.

But little did the boy know that his every action was being monitored by Raze, the assassin. He was starring from the roof of a tall apartment, watching every move the boy made. And right now… he seemed to be both impressed and disappointed with the boy. "Hmm… odd… I have never heard of a power that could change a human into a Kineceleran before" he analyzed, "His fighting techniques are impressive, but they lack form and timing…… and…… he's overconfident. He's not worthy of being my opponent… but just in case… let's see what happens next" he quickly waved out to the other drones to concentrate their attacks on Ben.

As the drones continued their relentless attack on Ben (XLR8) and his family, the highway soon became a war zone and no one there was safe from the fight. Ben hated it when civilians hindered the full use of their abilities.

"I guess a hero's work is never done" the boy sighed as he wounded up a mini tornado to thrash three of the enemy drones. "Come on, I already fought you guys yesterday! Don't I get a day off or something?" it was probably useless to talk to robots since they don't reply to him anyway, but that still didn't stop Ben from trying to become a joker.

Gwen and Max were also busy on their side, battling the dreaded robotic army, but unlike Ben they didn't have time for quick remarks. "Ugh… for once I just wished we could have a day when we don't have to fight for our life! During after school time, normal kids usually go home and do normal things like doing homework or reading a book. But no-- we have to fight off against (wham!) aliens and (ka pow!) deadly robots!"

"Ahe… sorry sweetie" Max smiled apologetically as he felt kind of responsible for changing their lives, "We must've gotten a little side track"

After the first wave of enemies were down, Ben quickly began his rescue mission. This too was also a routine for him. After he defeats the villains, he had to get the people out too. As he searched through the wrecked highway he came across a mother and her son trapped inside their turned over car. "Are you two alright in there?" he asked to which they replied with nod.

"Whoa!" came the boy, "I know you! You're XLR8, the super fast alien! I heard all about you! My sister is like your biggest fan!" Ben blushed slightly out of the compliment. He could never really get used to that. But just when he was distracted, one of the damaged drones got up and prepared to attack again, "Ah! Look out behind you!" but Ben quickly swapped that fly down with his mighty tail, sending it back to the ground.

"And stay down!" the boy remarked.

After helping the two family members out of the car, Ben quickly made his way back to the RV where Max and Gwen had just finished mopping up the rest of the drones.

"Ben?" Max called out, "How was your end of the field?"

"Not a problem!" came his instant reply, "Although it's kind of strange though"

"What is?" asked Gwen.

"Usually in video games: After we defeat all the small fries, the big boss usually appears. But I don't see Vilgax or any of his mid-boss cronies anywhere"

"He's probably gone, now that his robots are beaten" Gwen remarked, but sadly grandpa Max didn't quite agree, "I think Ben's right. Usually Vilgax would attack us directly no matter what the odds were. I've lived long enough to know how that guy thinks. If he's not here, then this attack was probably just some sort of a distraction. Sorry, but it looks like we're gonna have to postpone your return trip home for a little while longer"

"And to think summer was over already…" the girl groaned out as they all boarded the Rust Bucket.


	10. EP 3 P2

Episode 3: A Worthy Opponent (Main Story)

**Episode 3: A Worthy Opponent (Main Story)**

**Chapter 2: Capability…**

**(Abandoned subway tunnel)**

After Raze's robotic forces were completely wiped out from the face of the earth, he quickly went down under to keep suspicions off him. When he saw Ben and his family battle against the drones he must say that he was mildly impressed by the boy's unique talents. To change into a Kineceleran in the middle of a battlefield and fight off against great odds earned him some respect for him.

As he entered the subway station, he was immediately greeted by Vilgax's communication drone. "Well? What do you have to report?" the warlord hissed impatiently.

"I have located the boy just I promised, but you did not tell me that he possesses the Omnitrix" Raze replied folding his six arms together. "I was quite surprised when he changed into a Kineceleran right in front of my eyes"

"Oh is that so?" Vilgax voiced back through the screen, "Everyone in the galaxy knows of the Omnitrix's existence. I thought you would know that it was in the possession of a human"

"Well pardon my ignorance. It just so happens that I was trapped in Incarcecon for seventeen universal cycles" Raze shot back clearly giving out a good point, "I have only heard rumors of the Omnitrix from the guards that pass by the cell, but details are sketchy at best"

"My patience grows weary of your hesitation Raze…" the squid face alien growled threateningly, "I order you to do a task and I want it done… NOW! I will not tolerate your hunting techniques" If a normal mortal would hear Vilgax say that, they would probably urinate their pants six times over and over already. But Raze simply kept a stern look on his face not showing the slightest hint of fear. He was either too brave or too darn crazy to be facing the greatest warlord the galaxy had to offer.

"Do not worry, master" he replied after a short pause, "I promise you that I shall meet my end of the bargain. But first I must see what the boy is truly capable of. A hunter must know his prey before challenging it to a battle, less he becomes the hunted himself. Besides, I wish to fight him in true combat"

Vilgax didn't really have the patience span of all this mumbo jumbo honor in battle and stuff. He just wanted to boy dead and the Omnitrix ripped off from his arm as soon as possible. But instead of fighting against the assassin, he decided to comply… for now. "Very well… I will send you another contingency of my drone army… but I expect results this time!" and with that, the communication drone self destruct so that no one would be able to hear that com link again.

**(Bellwood city streets) (08:45 PM)**

Right after the battle at the highway, the Tennyson family immediately went patrolling around the city to see if Vilgax was attacking. When he didn't appear during the battle, Max became paranoid and began checking every hidden Plumber base around the country. Usually when Vilgax attacks them he would usually go after something powerful or find another way of destroying Ben or recover the Omnitrix. But today…… nothing.

"Haaaaa…" that was the sound of Gwen yawning after they were ordered to keep on patrol tonight. As she exited the RV, Max and Ben quickly came to see her out. "Well this has been a great waste of time"

"Sorry to keep you out so late at night Gwen" Max apologized.

"No problem…" came her reply, "I can just tell my parents that we went to the library for some late night studies. It won't be hard to convince them"

"And that's an understatement" Ben added grinning mischievously.

"Well anyway" Max continued, "If anything should happen, give us a call through the communicon"

"Will do" she replied.

After one last wave of goodbyes, Max returned to the driver's seat and quickly drove out, hoping not get Carl and Sandra angry to bring their son back at such a late time.

The city was extremely peaceful tonight. The stars were shining; the people were sleeping and not a bad deed happening in the neighborhood. But all this peace and quiet just didn't really help Max at all. He was so sure that Vilgax would attack and that last one just seemed too inconspicuous. That warlord had to be planning something… he just knows it.

"Uhh… grandpa?" came Ben's voice of reason, "What are you doing?" the old man had just put the RV into auto pilot mode and began tinkering with some high tech gizmos that were hidden under the cabinets.

"Scanning the city for one last disturbance" came his answer finally, "Vilgax never sends his drones without a reason and I'm sure he has something planned up"

"Maybe he was just trying to mess with us. You know… get a feel of our fighting strength or something"

"You can tell Vilgax that you have nukes strapped on your back and he'll still come at ya" Max replied, "I don't like this one bit… and besides he… (alarm sound)" before the old man could continue, a soft alarming sound occurred right on the scanner.

"What's going on?!"

"Looks like there's a disturbance right dabbed at the middle of downtown and I don't think it's one of your standard bank robberies" Max answered, "I'll intercept the police frequency and try to get what's going on over there" he quickly began switching the old radio device on and adjusting the frequency. After a couple of static sounds, he finally got the signal right.

"This is officer Parker of the BCPD (Bellwood City Police Department)" came the man on the other line, "The downtown has been overrun by strange robots! I don't know where they came from! They just appeared right out of the sky! There's one of them that looks like a mantis or something and some other drones floating with mini lasers! There appears to be one giant that seemed to be leading them! Requesting backup on this location, over"

When the transmission finally ended, the two Tennysons simply looked at each other and said one word. "Vilgax…"

"Fasten your seatbelts" Max alerted, "We're going through turbo mode!" with a press of a button, a giant jet pack appeared out of the back of the RV and gave the Rust Bucket that extra kick to get to the downtown area faster.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

After a couple of minutes later, they arrived right at the scene of the crime where Vilgax's drones were terrorizing the local police force. The cops were trained to deal with armed thugs and small time criminals but I don't think you'll find a charter on how to deal with an invading alien force in the guidebook.

"Whoa… Vilgax must wanna take down the downtown area pretty badly" Ben remarked as he got out of the RV to see the attack happen right before his eyes.

"Looks like those cops could use a little hand" Max noted, "You think you could give them a little support?"

"Oh I'll give them a hand alright" the boy quickly turn to his Omnitrix, "Four sets of them! It's hero time!" with a press of a button and a great big flash the boy immediately turned into one of his many alien heroes to fight off the invading force. But as usual, the Omnitrix didn't seem to obey his every command. So instead of turning into his four armed alien, he turned to Upgrade, the mechomorph cyber-tronic alien. "Upgrade!? Aww man… I guess the only way to beat a robot is to be a robot" without another word, Ben quickly morphed onto one of the police cruisers and changed it into a deadly destructive machine. "Alright you little pint head chips for brains! You have the rights to remain silent!" with a blast of his laser beam, the row of drones were instantly knocked out, "Permanently!"

While Ben (Upgrade) was busy fighting off Vilgax's robots, Max went on to help out the injured police officers out of the area and persuaded them that the green one was there to help them. "Are you alright?" he asked one of the officers who was cowering like a scaredy-cat. "I… I think so" he answered back, "But just what the heck is going on?"

"Uhh… I think that the green one is trying to help us" Max replied, "You'd better get out of here until backup arrives" with a nod from the officer, they quickly got up and got out of there.

"But that guy had better look out" came the officer's warning, "A big guy wearing black and white armor was here just a few seconds ago. He seemed like he was looking for something"

"Come on you little piece of lead!" Ben shouted out as he continued to fight off the invading drones. "That the best you got!? My cousin can do way better than you guys!" as two drones charged in with superior numbers, Ben de-morphed from the police cruiser and morphed into one of them, using their more advance weaponries against each other. "Booyah! Now this brings some good memories! Come and get me if you can you metallic copper heads!" with lasers flying all around Ben managed to wipe out another six of those drones, turning the tables of the battle.

But just when the boy was on a roll on taking them out, one of the drones made a lucky shot and took him down to the ground. It was a good thing that mechomorph can regenerate their liquid metallic structures or Ben would've been turned into a pancake long ago. Max saw this and quickly came by his side, "Ben, are you alright?"

"Ughh… barely" came his painful reply. "What a major wipe out…" it wasn't long then till the two them figured out that they were surrounded. All the drones were in place and not even Max think that he could take all of them down.

"Looks like they've got us outnumbered"

"But they certainly don't know that they are out match!" Ben smirked as he quickly thought of an idea. With one morph, he quickly formed onto the weapon Max held in his hand and up-sized himself. "Alright you little tin heads! Wanna see a little firework show!? Let's get it on!" with one charge of the energy core, Ben blasted away the drones with his rapid firing ability and knocked them all out in record timing. "Booyah! Another one bites the earth dust!" and soon after the enemy had been annihilated, the Omnitrix signal began to beep red and before Ben knew it, he was already back to his normal human self.

"Nice job Ben" grandpa congratulated, "Although you did leave quite a mess"

"Hey… better than this block than the whole downtown" the boy reasoned before he let out a long tiring yawn, "Haa… oh man… I need a break. Beating up bad guys 24/7 can take a lot out of you. Hey grandpa, mind if I crash at your place for tonight? I'm beat…" and he wasn't lying when he said he was tired. Not only did the boy have to battle against evil-doers, but he also had to attend school which was extremely dull for a ten year old. As Ben yawned out, you could see dark spots forming under his eyes and his eyelids were already on the verge of closing.

But before Max could nod back in approval, the boy's Omnitrix suddenly began to turn blue. Ben knew right away what was going to happen when this color came up, so he immediately braced himself for the ache that was to come. With a painful injection, going through his blood stream, a vision began to form around his sights.

He could see a strange alien creature overlooking them from a tall building near the plaza. The guy was carrying some sort of laser weapon and was aiming at grandpa Max.

As the vision ended, Ben quickly turned to his grandpa with a worried face imprinted all over his face. "Ben, is something…" but before the old man could finish, Ben quickly pushed him away and shouted, "Grandpa, look out!" right in the mid second, a plasma blast came right where Max stood. Luckily the shot was only able to hit the sleeves of his clothes, thus avoiding any real and permanent damage. After they were able to recover from the blast, Ben took a good look at his old man, "Grandpa, are you ok?"

"I… could've been worst" he replied with a slight chuckle.

But just when they were about to head off to withdraw at the RV, a giant figure came from the sky, smashing the ground with its incredible weight. Ben knew instantly that this being was the one that attacked them, but he couldn't tell what exactly he was with that mask on.

"Impressive" Raze stated. "To be able to notice my attack even from such a distance is a commendable act. Very few ever manages to dodge it… much less live through it"

The alien assassin that had appeared before them was like an ancient warrior brought into the modern world. It's black and white armor that covered it from head to toe complete with a high-tech helmet that was similar to that of a demon made it look impervious to regular attacks. It had six bionic arms which looked strong enough to take down Fourarms and two humanoid legs which gave it nominal but enhanced agility. Attached to its back were four long samurai katanas, two of which shared one set of sheaths. On his lower pockets there were two plasma rifles tied down to their holsters and from the looks of it, the assassin didn't need to worry about running out of ammo.

"Whoa… what's with the freaky looking armor and weapons?" Ben remarked even though it wasn't really a good time. "Are you supposed to be some kind of bounty hunter or something?"

Raze cocked up a humorous brow as the boy was probably half right on his first guess, "Sort of…" he replied, "Mercenary would be a closer term but I guess bounty hunter is all but just the same. My employer, Vilgax is quite angry with you Mr. Tennyson and unfortunately he requires you removal. I do not have any qualms with you… but my honor demands that my debt be fulfilled. So sorry, but I have to destroy you now"

"Well if you wanna piece of him you're gonna have to go through me first!" Max stepped in heroically with his fists balled up and ready to pound some human into that alien. "You mess with one Tennyson, you mess with all of us"

"I have no quarrels with you, old man" Raze stated, "But if you wish to hinder me… then I shall remove you as well" and with speed that could match XLR8's, Raze instantly disappeared and reappeared only a few inches in front of them. He took out his four katanas and swoosh, he sliced. Luckily, Max was able to carry the tired Ben onto his arm and jumped away. But the blow Raze gave out instantly cut through the police cruiser, tearing it into a billion pieces before exploding.

"Whoa, those swords really aren't just for show after all" Ben stated a little surprised on how powerful he was. "Grandpa, I can take him. Get to the RV"

"Are you crazy?! The Omnitrix isn't ready yet and you don't have the strength to fight him" Max scolded. "We're getting out of here. Now!" but just when he was about to head back to the RV, Raze leaped in from behind and blocked their path with his swords. "Leaving already? But we've only just met" the assassin snickered as he continued to swing his sword at them.

Max knew that in his old age he doesn't have the agility like he used to back when he was still in the Plumber business. But he couldn't let that assassin get his hands on Ben. After getting a good distance away from the alien attacker, the old man put his grandson down before turning to the offensive. "Alright tough guy, time for you to kick the can!" he quickly grab his laser weapon and aimed it right at Raze. But before he even pull the trigger the assassin cut through that thing like it was made out of tissue paper.

"Nice try old man" Raze chuckled as he gave Max a round horse kick, sending him right at the store glass window, "But my battle is with the boy… not you" he then turned to Ben, who was wearily still standing on his own two feet.

"Bring it on samurai guy!" the boy taunted, giving out air jabs, "I'll show you a couple of earth moves myself!"

"Feisty little one… aren't you?" the assassin humored, "Like a cornered draconis on Septim V. Won't go down without. But it still won't save you" but then suddenly, the Omnitrix turned green which made Ben smirk.

"No… but this will!" with a press of a button, he quickly turned into Diamondhead, the diamond alien. "Alright… now let's level the playing field!"

To say the least, Raze was a little surprise to see his prey turned from a little cub to a full grown lion. He thought that the boy would've given up already, "Hmm… I guess a cornered beast is a lot more dangerous that it looks. No matter… your stamina has already been spent and I doubt you'll be able to last any longer than your old man"

"Well don't we find out!?" Ben (Diamondhead) shouted back before charging back with his fist. As he dished out some crystal shards at his opponent, Raze simply deflect with his swords with amazing accuracy and speed. Seeing range attacks won't work against him, Ben moved in for a close combat attack. Using his crystalic abilities, he turned his fists into swords and tried mixing up his attacks. But Raze's swords were not just for show. They were harder than diamonds, and a lot lighter than their size gives out.

"Coming at me straight forward… a foolish but yet bold move" the alien attacker commented before going in a defensive stance. "If you want to defeat me, you're going to have to be more creative than that"

"Oh you want creative? I got creative!" Ben quickly put his hands on the ground and grew a large amount of crystals right behind Raze's defensive line, catching him completely off guard.

"What!?" he yelled out jumping off his position before the crystals hit him. "Very resourceful… this might just be interesting!" and with that he charged up, continuing the battle with great pleasure.

A few minutes later, Max finally crawled out from the store he was sent into with an aching back. "Oh… I'm gonna feel that in the morning" he then saw Ben fighting against Raze. "Ben!" he gasped out.

"Grandpa! Stay out of this!" the boy shouted back while struggling against his opponent's swords, "I can take him!"

"Silly boy" Raze snickered, "Your overconfidence will be your downfall. I defeated an army of twenty thousand soldiers alone and came out unscathed. How do you think a mere child like you can stop me?"

"Well, we won't find out until we try, don't we!" again, Ben charged out using his hand as a crystal blade to swing at Raze's position. But fighting against a well armed and more rested opponent there was a large gap between their level of winning.

"Fight until the last dying breath… I like that…" Raze remarked, "I never thought there would be such a warrior in such a small planet" again they clash blades with one another, trying to find an opening in each of their attacks. Their skills were fairly even so the battle was now turned into a test between stamina instead of power. But regardless of what others may think… everyone knows that Ben had no chance in this engagement. He had already spent the last bits of his energy fighting the whole day with barely a few hours rest in between. With that point known… it was only a matter of time before his fatigue kicks in.

Max really wanted to help, but without his gear he would only get in the boy's way. The assassin was deadly and he was sure that he had plenty of tricks left under that armor of his.

"This truly has been fun boy… but I'm afraid this battle is mine" bored with the never ending amount of combat, Raze aimed his gauntlet and fired some kind of strange missile dart that looked too small to do any harm to Ben's hard thick skin.

The missile hit Ben… and it harmed him a lot more than he had hoped. The moment it attached onto his skin a surge of painful jolts electrified his entire body like he was thrown into a pool plummet with a high voltage electricity generator. Obviously the attack was meant to take down an opponent with just one strike or at least weakening it till the hunter takes its head. While Ben was stunned, Raze took the opportunity to land in a couple more blows onto the boy's body finishing it off with one good kick, sending him back to the ground.

"T… that all you got?" he said wearily as he stood up. You could already see cracks on his diamond hard skin some pieces of his face were already falling apart. Even though he was exhausted, bruised, beaten and utterly blown away by the forces beyond count, he was still able to stand his ground.

To say the least, Raze was amazed. "I'm amazed child…" see I told ya. "No one has ever survived such a force before. If only I had more I time, I would've gladly like to get to know you. But my employer is not exactly a patient person. But worry not…… I would gladly hang your head in… ooffff!" before he could finish that line, a blue van about the size of Max's RV appeared out of the side street and rammed right at Raze's blind spot. The poor alien was so surprised by the blow that he didn't have the time to block it.

When the van came to a stop, an old man probably in Max's age with slightly blondish hair walked out of the vehicle with a toothpick on his lips. "Woowee… don't know what they've been feeding these kids nowadays"

When Max got up, his eyes quickly widened with amazement, "Oswald!?"

The blonde old man known as Oswald Hudson turned to him, "HEY! Maxie! Haven't seen you in awhile! Listen… as much as I like to catch up on old times, I reckon we should get out of here before that maniac stands up again" quickly agreeing with his old boss's idea, Max quickly went to Ben's side, "Ben, can you move?"

"Oh boy… that last hit was a lot harder than it looked" even after through so much pain, the boy still had a good sense of humor on him. A few minutes later, the Omnitrix symbol began to glow red and soon he was back to his old human self.

"Listen you two, I hate to brick this little family bonding but we need to get out of here… fast!" Oswald stated as he noticed Raze coming back on his heels. Even after such an impact, he still remained unscathed. The Tennysons quickly nodded back and head into the RV. "Oh my goodness! Is this the Rust Bucket?" Oswald questioned amazingly, "My oh my, does she bring back some good memories"

Right after Ben and Max fastened up their seatbelts, Raze quickly got in front of the RV, "You think you can get away from me, boy!?"

"No…" Ben answered a little annoyed by the guy's persistence, "But 10000 volts of electricity should slow you down!" with a press of a button, the hood of the RV opened up and fired a powerful laser beam at the assassin, sending him crashing towards the billboard. "Grandpa, step on it!" without another word, Max put the peddle to the meddle and drove the RV as far away as possible from the area. He didn't care if he had to stop at the border of Mexico or Canada. Anywhere was better than here.

As the RV drove off into the distance, Raze immediately stood up from his crash position, only to see a glimpse of the vehicle disappear before his very eyes. He knew that the target had escaped his grasp and he knew that Vilgax would not be pleased to hear this news. But he could care less about that now. To see Ben still being able to stand and mover perfectly even after all that damage… did not escape his notice. Right now… all that he could think is how grateful he was for actually coming to this planet.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

After a couple of minutes later on the road, grandpa Max decided that t was time to pull out the old anchor before he burns all the fuel he had on the gas tank. As they made it to the outskirts of the city Max hid the RV to his old campsite so that the authorities won't be able to see them. From there, they would be safe… for now.

"Alright… I think we'll be safe here" the old man stated a little shaken up after that whole battle.

"Hey, isn't this the place where we went camping back during our holidays?" Oswald stated, sounding all carefree.

"Uh… who are who?" Ben asked.

Seeing that they didn't know each other, Max decided to introduce them "Oh sorry Ben, this is my mentor, Oswald Hudson, the founder of the Plumbers. Oswald, I think I already told you about Ben, my grandson"

"Oh, the kid with the Omnitrix… strange. I thought he'd be a lot taller (Hey!) Ahehehe… just messing with ya kid" he chuckled.

"Anyway, who was that grandpa?" Ben asked, trying to find some information on the new enemy that had appeared. "The guy with six arms… I've never seen anything like it"

"Me neither" Max replied, "I've dealt with many extraterrestrial aliens before but never seen one with six arms before"

"That guy's name is Raze" Oswald answered which caught the attention of the Tennysons. They quickly sat back on the dining table so that they could get a little more settled with the situation.

"Raze?" Max mimicked which Oswald nodded back in reply, "Yup, he's an assassin back during the debut of the Plumbers. You weren't in the organization yet so I'm not surprised that you haven't heard of him. He's a Xenokel warrior from the planet Xenok. We've only heard rumors and stories about him and most of the time they're overly exaggerated. He never came to earth so we never really bothered to know him. From what we know so far about him: He's the number one killer out there in the entire galaxy. The IGA placed a bounty on his head and went on a massive galactic man hunt. Never found him. After he finished his last job he was arrested and placed in Incarcecon permanently…… or so we thought"

"And I bet Vilgax must've busted him out of there to chase me" Ben replied holding the Omnitrix up, "Well the next time I meet that guy, I'm gonna whack him back to that space slammer for good! Maybe if I go Fourarms on him, I might stand a chance against those swords. Or maybe if I go Ditto, I can…"

"You'll do nothing" Max interrupted, "That assassin nearly got us both back there. If it wasn't for Oswald, we wouldn't be sitting here having a cup of hot coco"

Oswald chuckled, "Ahehehehe… easy Maxie. Didn't you used to be an overconfident one back during the days? Maria told me that you guys came to visit my store a few hours ago so I went looking for ya. When I saw the smoke in downtown and the Rust Bucket down there I knew that you were in trouble"

"Whoa… you know about the Rust Bucket?" Ben asked amazed.

"Of course I do. I helped Max built it" came his answer, "Anyway. We should probably head back to my place. We'll be a lot safer there than in this campsite. A lot of my old buddies came and settled in at the back of the trailer. We got enough of gear and weapons to start a war of our own. Only Vilgax will be dumb enough to take us on"

"I don't need those gadgets and gizmos" Ben replied sternly, "Just let me go hero this once and I can take that Ritz or whatever his name is, down"

"Ahehehehe… my my… you're a regular predator" Oswald complimented, "You'd make a great Plumber. Ever consider joining up? We could always use recruits like you"

"Really?!"

Max quickly let out an interrupting cough to break the conversation. "The Plumbers are retired Oswald. And Ben needs to get his sleeps for school tomorrow"

"No need to worry about that" the ex-boss replied with a wave of his cell phone, "I'll just tell White to cut Madison Elementary a day off. I'm sure he wouldn't mind" he was probably referring to principle White, who was also an ex-Plumber.

"You can do that?!" it was now becoming really annoying for Ben to say everything so amazingly. "Can you make it a week?"

"Don't push your luck kid"

"I don't think that's a good idea" Max stated worryingly. "That reminds me, I still need to call your parents and tell you that you'll be staying with me tonight"

"That's just like you Max. Always the cautious one. Besides… I think he earned it. That kid would make a fine Plumber in the future. Heck he might even take up my job since you didn't"

"You think I can get to be the leader of the Plumbers?!" Ben again replied amazed. "Oh right! This is so cool"

"But!" Max exclaimed, "The Plumbers are retired" Oswald simply chuckled back at him, "Still the same rookie Max as I remembered" he began before turning his face up with a stern look, "Did you really think the Plumbers disbanded Max? Did you actually think that the earth is safe without us? (pause) Everyday there's an alien incursion happening somewhere and what are we doing about it? Nothing. We all thought that when you wiped Vilgax out of the face of the earth, work would halt and we wouldn't be needed anymore…… but we thought wrong. At first it wasn't bad. A couple of UFO sightings here and there once in awhile but then a year after we all retired everything went down the drain faster than bowling ball down the alley"

"What happened?" Max asked finally.

"A lot of things Maxie boy… a lot of things" he quickly turn his gaze out the window to see the stars in the sky, "Right now every little town on earth have their own stories of aliens in their bedrooms. We all thought that it was just temporary and they'd go away when they're done. But unfortunately, earth has become a dumping ground for extraterrestrial low lives. You know the IGA doesn't exactly extend its protection to neutral planets like earth"

"Who's this IGA guy you keep talking about?" Ben asked.

"The Imperial Galactic Alliance" Oswald answered, "They're the head of the whole galaxy and maintain order around half the galaxy right about now. But we'll get to that later on. Earth is what's important right now"

"So what's happening around earth?" Max asked now getting a lot more serious than before.

"When everyone finally split up from Mt. Rushmore, things began to grow stranger by the day. Strange creatures began appearing in lakes, houses and buildings vanished into thin air and mayhem happening all over the world……… You have to face the truth Max, even if you don't like it. The Plumbers are needed again… more than ever know"

"But… how? Everyone is scattered throughout the entire country" but this only made the ex-boss of the Plumbers smirk with pride.

"Why don't we drop by the Hudson House tomorrow morning?" he recommended, "I'll explain everything to you there"

**(Abandoned subway)**

Right after the battle at downtown plaza, Raze returned to his hiding post and was immediately greeted by another one of Vilgax's communication drone. "I have seen the results of the battle" came the warlord's voice, "Very impressive. The Tennyson boy did not stand a chance against you at all. If only that stupid old man did not interfere then my revenge would've been complete (sheath…) No matter… I want you to strike again with another army drones. I will level that city if I have to!"

"That would not be necessary" Raze replied holding three of his hands up, "I already know the boy's next move. He won't get away this time… that… I promise you"

"You seem sure of yourself…" Vilgax hissed gratefully, "Very well… I will observe the battle when it happens. I hope for your sake… that you will not fail me" with one last bow, the drone self destructed and turned into a pile of ash in a matter of seconds.


	11. EP 3 P3

Episode 3: A Worthy Opponent (Main Story)

**Episode 3: A Worthy Opponent (Main Story)**

**Chapter 3: Power Beyond Reasons**

**(The Hudson House) (07:30 AM)**

When the first break of dawn hit the rims of the Rust Bucket, Max immediately started the engine and headed off towards the Hudson House just as Oswald recommended. The streets were quiet this time of the day so he had no problem with traffic or stops lights. The downtown area however had been sealed off as a crime scene due to the major damage inflicted there. Not once did Max take his eyes off the road or the building rooftops. He avoided clear line of sights and obvious ambush intersections so that he could make a clear getaway without disturbing the peace. Since he now realized that he was dealing with the most deadly assassin in the galaxy, he had to remain cautious at all times.

A few minutes later, they arrived at the Hudson House and from there they were immediately greeted by Marian and several other ex-Plumbers.

"Maxwell! Oswald!" she cried out happily as she saw them through the window, "I'm so glad you're safe… and Ben, you too?"

"It's good to see you again Maria. Sorry to bother you this early in the morning" Max smiled happily a little embarrassed to appear here again of all places.

But Maria simply waved it off, "Oh don't you worry about a thing there Maxie boy. After my husband told me that you guys were attacked I was worried sick all night long! Come in come in… make yourselves at home here. I bet my bucket that you must be hungry little man"

"Well… now that you mentioned it" Ben grinned with the mere mention of his hungry tummy, "I didn't really have much of a dinner last night"

"Well there'll be plenty of food in here. Come on in" the moment they got in, they were immediately greeted by a larger crowd of ex-Plumbers. "Hey everybody, look who it is. It's Maxwell!" the moment his name was mentioned the crowd immediately let out a large cheer all together to greet the old guy. There were about twenty of them right at the moment, but more than half of them were familiar to Max's eyes.

"Whoa… are they all…" Ben gapped with his mouth wide open.

"Plumbers?" Oswald interrupted, "You bet. Hey Max, you remember old Joe, little Joe and Joe Jr. right? And I'm sure you remembered some of these faces"

"Definitely!" came Max's reply, "But how did you find them all?"

"It wasn't easy getting contact with the old guys" the boss explained, "But when word got out that I was assembling the Plumbers again, they just sorta flew in like the wind. I'm planning to reopen the base we built beneath Bellwood city. Once we have that place back up and running to full capacity, we'll be back in business in no time" he then put his arm around Max like he was his old buddy again. "So what da ya say Maxie? Why don't you come back out of your old retirement and be with us again? It won't be like the good old days but we could sure use a man like you"

Max was deep in thought at that moment. He wasn't really sure if this was what he wanted. Sure he'll be able to bring the good old days back and protect the earth with his grandkids… but this wasn't the future he wanted for them. "I… I don't know…" he could see a lot of familiar faces waving and smiling back at him. He couldn't help but smile back knowing full well what they've been through together. "Being back with the Plumbers is good and all… but it's just…"

"Oh come on Maxie, look around ya!" Oswald interrupted, "Even Ben's already making a few friends of his own" and to his truth, he was right. Ben was already by a table talking to some of the younger generation of Plumbers, listening to their great battle stories like a real kid. He was certainly enjoying every moment of this place… and with the free food he was getting from Maria, he was certainly gonna like this place even more.

"Well… I don't know…"

But before Oswald could continue to persuade his old apprentice to take the badge of the Plumbers again, his wife called out. "OSWALDDDDD!!" the blonde old man quickly turned to her with a confused face clearly stating 'What did I do this time'

"Uh… yes sweetie?"

"Don't you sweetie buster!" she nagged him, "I just received a bill of one thousand dollars for the damage of a rented van! Do you have anything to say for yourself?"

"Uh… oops?"

"Why you no good lousy! (intelligible nonsense)" Maria quickly pulled out a newspaper, rolled it and began pounding her husband with it, "You rented out a van and crashed it without looking again didn't ya! I knew I couldn't trust you with the family budget you little (intelligible nonsense)" when the gang saw this oh so familiar sight they all began to laugh like they were back in high school again. It was times like these that made every moment of life worth living.

"Ouch! Oh! Hey not the face! Oofff! Ok, now that hurts! Hey watch it!"

As Max watch this humorous sight before him, he couldn't help but smile as well. The two of them always fought like that and it only proves that age doesn't deteriorate love, no matter what. But before he could continue this little reunion of his own, he suddenly noticed the clock on the wall signing near eight o'clock. "Oh no! Gotta go everyone. I got to pick up Gwen from her house and bring her to school. Come on Ben"

"Aww, can't I stay here a little bit longer?" the boy pleaded.

"Don't worry about him Maxie" came Maria's voice as she continued to beat up her husband with a newspaper roll, "We'll take good care of him"

"Besides, White already agreed to have no class today" Oswald added, "I called him last night"

"Well…" Max didn't really want to leave the boy in such an environment that would, "Ok. I'll be back in an hour or so. Don't do anything crazy ok"

"No sweat grandpa" and with that Max left the area to get Gwen to her school and hopefully this time there won't be any disturbances to ruin the day.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

However… unknown to all of them was the fact that Raze, the legendary assassin was just outside the diner, looking at them through a pair of binoculars. He still had his four katanas strapped to his back and his plasma rifles holstered down his waist. As he spied on the trailer's position, he soon noticed that there were a lot more people than he thought there would be. There were at least six RVs at the back of the diner and if he was right they weren't exactly the normal kind of RVs that you would see everyday.

He had seen one of these RVs in action last night in downtown and got a taste of its true power before. If those things were anything like Max's RV than attacking them head on won't gonna be an idea that he would think of. "Erghhh… more of those annoying human vehicles" he grunted as he saw Max leave the area, "Taking them out won't be easy…… but… I always do like a little challenge" as he hid behind the dumpster, he quickly activated his holographic arm gauntlet and took photo of the nearest civilian in sight. Once he got the picture, he quickly turned into that person complete with clothes and eye color. "Tch… the Omnitrix isn't the only one around who can change into someone else" I guess this comes with the whole being the greatest assassin in the galaxy.

As he approached the diner, he quickly noted that there were too many people inside the place for him to strike at Ben. He needed to wait until the crowd lessens a bit before he makes his move.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Back inside, Ben was having the time of his life. After hearing stories after stories from the old veterans of the Plumber organization, Maria quickly came by with a fresh batch of bacon, eggs and pancakes with syrup. The mere sight of food was more than enough to make Ben's stomach groan in anticipation. By the time Maria said it was for him, he garbled it all down his throat faster than an ant eater on an ant hill. As the food on his plate slowly vanished in a blink of an eye, some of the other patrons wondered if the kid even tasted those little things on his tongue. Did he even had enough time to chew them all?

After one loud burp, the patrons laughed, "My oh my, that must've been the fastest eating record I've seen in years!" came Maria, "I bet my braces that you must be dying for second plate" the boy simply replied with a simply begging nod, "Well with a face like that, how can I possibly say 'no'. Wait here and I'll get you some more chow" with her off to get more food from the kitchen, Ben couldn't help but wonder just how many Plumbers were there in here.

As he looked both left and right, he could tell that everyone in this diner was a Plumber. Their kinky attitude and roughed up hands says that they had done a lot of work during their days and right now they were probably eager to get back in action.

But as time flew by graciously through the day, some of the patrons decided that it was time to head back to their RVs to check up on some old gears.

It wasn't long until Oswald approached Ben, "Hey there Benny boy, why the long face?" he said in his usual manner.

"Oh hi Mr. Hudson"

"Please, call me Oswald" he replied holding a hand up, "I call your grandpa Maxie all the time. So how do you like the Plumbers so far?"

"They're totally awesome!" came his instant answer, "I can't wait to try out all those high-tech stuff. When do you think I wear a suit like you guys?"

"Well… usually all new recruits have to go through some kind of an initiation test before we let them into the group" Oswald held up his chin high, "But after your slick performance against that assassin and not to mention your good deeds on TV, I think we can make an exception for you"

"This is too cool!"

But then suddenly an idea popped in Oswald's head. An idea that might just utterly convince the boy to join up no matter what his grandpa says, "If you think that's cool. Why don't I show you something even cooler? Come on. Follow me out back. I'll show you what we've been doing"

Ben didn't even think of declining that offer at all. Without even thinking, he quickly followed the old man to the back of the trailer where the other Plumbers were gathered. In there, he discovered a lot of RVs similar to grandpa Max's. Some were like buses and some were like vans… some even had a mini second floor for the bed room. "Whoa… are all of these…"

"Plumbers? Yup" Oswald again interrupted, "Every vehicle here are just like your grandpa Max's. When some of us split up we decided to take a little piece of our job with us too. Most of the technology here was developed by your grandfather. It was such a shame that he didn't want to take the roll of the boss. I could've used an early retirement. Oh well the past is the past. Come on, let me show you around" and soon he began the tour around the area, "Back in the days of the Plumbers, this area used to be our vehicle depot. All the latest tanks and jets were developed here back during the sixties. Man, those were the good old days"

"But won't everybody see your high-tech gadgets and stuff?" Ben inquired.

"Not at all" he then gestured his face to the ground, "You see that tunnel over there? That tunnel leads to one of our oldest armory in the entire city. We're still currently waiting for a friend of mine to unlock its security code. But when we get the entire underground facility back up and running again, the Plumbers will resume their roles as protectors of earth once again. If you ever have any spare time… come to me and I might even show you a few moves of my own"

"You got yourself a deal, pops" Ben grinned from ear to ear feeling like nothing bad could come to this place. With everyone here being a veteran space soldier, only an idiot would dare come and attack this place.

"Oswald!!" Maria called out, "Get your sorry patootie in here right this instance! Your friend Bob is on the phone!"

The boss simply let out a sigh, "If only I had let those Vulpimancers eat my wife, then this day could've been perfect"

"Oh Benny boy!" Maria then turned from an angry wife to a kind sweet hearted mother in a matter of seconds, "Your second breakfast is ready. (to Oswald) Oswald, you get right here this instance! You got to pay the bill for that van you destroyed!"

"Yeah yeah, I heard ya the first time woman!"

But as Ben returned to the diner to have his second meal, he soon noticed that the place was now empty as a ghost town. I guess when people are done with their meals, they didn't want to hang around anymore than they need to. It was kinda sad to eat alone on the table but at least the TV was on and there was a good show on too.

"Hello?" Oswald quickly answered the phone that Maria gave to him, "Hey there Bob how ya doing? (chatter) Really? That's great! We'll be waiting for ya right here at the diner. Don't forget to bring your friends along too ahehehehe"

Just as things were as peaceful as they could be, the doorbell suddenly rang (the old door bell not the electronic one) catching the attention of Ben and Maria. At first the boy thought that it was just another Plumber, but from the looks of it, the guy who entered just seemed like a regular business man on his daily routine.

"What can I get ya sonny?" Maria said as cheerful as ever. "Eggs? Bacons? Pancakes? You name it, I got it"

But the man simply waved it off, "Oh don't worry, I'm not really staying long" there was something in that guy's voice that made Ben suspicious. The tone and rhythm of his voice didn't exactly match his body. And just when he thought that it was just his mind going on overdrive, the Omnitrix suddenly turned blue again making him flinch. "Huh?" before he even had the chance to brace himself, the Omnitrix button quickly pressed out, injecting another flow of fluid down his blood veins. And soon another vision came up his eyes.

Although this time, his visions didn't really go far. He was simply back in the diner eating the same meal looking at the same crowd. But just when Maria and Oswald were not looking, the guy that seemed like an ordinary businessman suddenly morphed in Raze, the assassin. With one quick glance, he pulled out his weapons and cut down the trailer to size.

When the vision finally ended, Ben knew right away what he had to do. Before the man could even reach for the hidden weapons behind his back, he shouted out. "Hey metal head! Think fast!" he grabbed the plate that he was eating on threw it right at him, knocking the hologram out of control.

Once his real form showed itself, the Hudson quickly let out a gasp altogether. They could believe how easy it was for an assassin to sneak up on them like that.

"Impressive…" Raze humored, "To be able to see through my disguise is most clever. But it will not save you this time boy!!" as he charge at Ben, the boy quickly rammed his body out the glassed window to find more room to fight in. The diner wasn't exactly spacious and battling in there would only make things worst for everyone who were living behind it.

Once Ben got up from the muddy soil, he quickly turned to Raze who followed him out, "Does the word break, mean anything to you?"

"When it comes to destruction and annihilation, there is no break" he replied sternly before drawing out his weapons, "Now… bearer of the Omnitrix… face me!"

"Ben!" came Oswald's voice.

"Stay inside" the boy demanded, "The guy's after me! (to Raze) You want me? Well come and get me!" with a press of the Omnitrix's button, he quickly turned to Fourarms, the four fists fighter. "Let's take this battle to the park!" with his inhumane strength, Ben quickly leaped out of the area to find himself a good spot for a battle.

**(Bellwood city streets) (Rust Bucket)**

After Max went away from the Hudson House, he picked up Gwen from her house and drove her towards her school in Bellwood Elementary. But as he drove through the city streets he couldn't but wonder, what was Ben doing right now? Leaving him with Oswald and Maria, he could be utterly persuaded to join no matter what he says. Oswald had a gift of leaving a strong impression on people, which was probably the same reason why Max joined in the first place.

The trip to school was long and dull, and just when they passed through Ben's house, Gwen began to wonder, "Hey grandpa, aren't we gonna pick up Ben?" but the man was so deep in thought that he couldn't even listen. He just sat there on the driver's seat with his hand on his cheek, thinking about what to do. "Grandpa?"

"Huh?" the old man finally dozed in, "Oh sorry pumpkin. I was just deep in thought for a moment. Ben's school isn't having class today for some reason, but I'm sure it's only temporary"

"Is something bugging you grandpa?" the girl noticed his strange tone and unnatural behavior, "You seemed bothered by something"

"It's nothing… really. I'm just a little tired that's all" he replied, "I was out paroling all night and met a couple of poker buddies of mine. It was a pretty long night"

"Come on grandpa, you'll feel a lot better if you talk about it"

In the end, Max knew when Gwen pries you up, there's no other way but to fess out, "Well… Gwen… let's say that… you wanted to join a famous swimming team… and I didn't approve of it…… what would you do?"

"Does this have to do with Ben joining the Plumbers?" Gwen tilted her head a little to sides along with a smile as she knew that she must've hit the nail right on the head.

"Well uh… yeah…" the old man admitted

"Well… I may not exactly know what Ben is thinking… but I'm sure he'll follow you even if you don't agree grandpa" she began, "Sure he might be an eccentric idiot at times and maybe sometimes he can be a real pain in the butt… but he knows that you're only thinking what's best for him. And I noticed that even when we're talking……… he really looks up to you. He'll do the right thing… that much I can tell"

"You really think so?"

"I know so" Gwen replied knowing full well that she was right, "But promise you won't tell Ben that I said that"

"My lips are sealed" Max gestured to his lips like a zipper.

"Well at least I won't have to worry about Ben for a day" she stated a little relieved to have a little peace and quiet all to herself. "For once I can finally feel like a normal kid" and just when she was about to return to her studies, a massive explosion occurred, causing Max to step on the breaks with both his feet. "WHOA!!" a loud and irritating screech soon followed, creating a tune so annoying that it would've torn your mind apart. "Please tell me, it's not what I think it is" Gwen begged, hoping that it was just some sort of a car crash accident and not some out of the ordinary attack.

"No…" Max answered, "It's a lot worst" and to his truth… he was right. Just a few meters away from the RV in a mid-size park, Ben and Raze were dueling it out to the finish. The boy had picked the perfect spot for a battle with Fourarms. With a wide open space and only a few sparse trees in the area, it was the best spot to fight to the end. "Come on, we've got to save Ben"

"So much for a normal day" as they finally got out, she suddenly noted the big alien with six arms, "Whoa, who's the guy with the swords and the arms"

"That's Raze" Max answered knowing full well the danger that he posed, "He's the galaxy's number one assassin. He attacked Ben and I last night and we barely stood a chance against him" as the two great warriors clashed against each other using whatever weapons they could find, Max quickly rushed back into the RV to grab some heavier fire power. "Ben won't be able to stand against him alone. He'll need our help"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

As Ben moved in with his four fists of fury, he immediately began dishing out punches faster than a bee to a beehive. But Raze was evenly matched with speed. He left no opening for Ben to take and his two extra hands were kept in for defensive purpose. "Not bad child… even after our last engagement, you're still able to fight against me. Perhaps I should hang your head on the highest place in my mantle"

"Sorry, but my head is staying right where it is big guy!" Ben (Fourarms) countered throwing in another punch up the guy's face. "Why don't you take a picture? It'll last longer!" seeing that his opponent had weapons, Ben thought that he should even up the fighting ground a little bit, so he immediately took the wooden bench that had been nailed on the ground and used it as a club. "Ok… let's play!"

"Excellent… using your natural surroundings to your advantage!" Raze complimented before charging in. Their weapons clashed against one another but obviously, the assassin's blade was a lot stronger than the wooden bench. But Ben was not out of tricks just yet. Even with a torn weapon he was still able to use them to club in a few blows on the guy's head.

"How'd you like that, ya show off!?" he taunted.

"I underestimated you, human" Raze stated grinning behind his metallic helmet, "But you will find me a harder hunter to turn prey" and with one click he charge out Ben once more with his four blades. Luckily, Ben had four arms and was able to hold out all attacks from different sides. "Good… using the Tetramand's natural abilities against a more agile opponent… smart…"

But just when Ben was about to push the guy away, a familiar voice kept in his ear, "Ben!" it was none other than… "Gwen!" Ben yelled back a little surprised to see his doofy cousin here, "Aww great… as if I don't have enough problems"

Quickly seeing that the boy was in danger, the fiery red head quickly turn to a small garbage can near the entrance of the park, "Mecites Thandites!" immediately the trash can flew right out and slammed right onto the assassin's face.

"Arghh!! Human waste! How disgusting! (short pause) Hey, this wrapper has a picture on it… not a bad idea for sponsors. We could learn a thing or two from these humans"

As Ben finally got up from his position, he quickly approached Gwen with an irritated face, "Shouldn't you be at school by now?"

"I can say the same for you" she shot back, "We need to stop that guy before he takes out the entire downtown plaza!"

"Too late for that" Ben chuckled as he remembered the battle that took place last night, "You and gramps better get out of here. This guy is after me" and without even waiting for her reply, Ben immediately went in and tackle Raze towards the fountain that was located at the center of the park. "Alright buddy, time to get wet and dirty!"

"Impressive… throwing me to a difficult terrain to hamper my superior agility! Not a bad idea" but just before he could attack, Max quickly fired out a laser beam which knocked the guy right back into the fountain.

"Ben!"

"I told you guys to stay out of this!" Ben yelled out angrily. "I can take this guy on my own!"

"Just when will admit that you need help!?" Gwen replied equally angry as well.

"I don't need your help taking him down!" and with that the two aliens charged at each other again putting themselves in a deadlock position. But even with Ben's four powerful arms, he had to admit that he was still surprise to barely see a scratch on the assassin's armor. It was like that thing was made out of the hardest thing this galaxy had to offer. If this thing was indeed unbreakable just like his swords… then he was probably looking at the most deadly of all of his opponents.

"Looks like we're too far out" Max implied, "Come on, we can chase them using the Rust Bucket!"

"Your overconfidence will be your downfall Tennyson" Raze sheathed through his armor, "You can come at me a thousand times and still I will not fall. "You should've accepted their aid" in a few seconds, he could feel that the boy's strength was now waning. Ben had stamina beyond Vilgax's limit that much he'll admit, but between him… it was nothing more than a good battle.

"I don't need anyone to fight for me!" Ben unconsciously replied, _**"The only person that needs to fight… is me and me alone… no one else!!"**_

In that bright sentence, Raze suddenly felt something in those words that meant more than the galaxy itself. The moment Ben ushered those words out of his mouth he felt as if the wind had stopped moving, the plants had stopped growing and the water frozen in time. For once in the warrior's life, he was actually… surprised beyond belief.

-The only person that needs to fight is me… and me alone-

-Unknown…-

"W… w… what?... What did you say…?" in that moment of shock, Ben found the perfect opening and quickly laid good kick on his stomach, "Ooofff!" taken by surprised and unable to reform his balance, Raze knew that he had to make a withdrawal before Ben takes him out of commission. Taking advantage of the situation, Ben quickly moved in to form a combo hit, striking Raze at his armor and whooping him up like an iron punching bag with a wide opening.

As Raze put his weapons together to defend himself, our young hero pulled out a half destroyed car and whacked him so far that it nearly made a homerun. Raze, slammed right onto the road, going another one and a half kilometer before coming to a full stop, "Yeah! Now this is what I call baseball alien style!" he remarked before moving up to the worn out assassin. "Ready to give up yet?"

There was and strange silence as Raze turned his head down towards the ground. For a moment there, Ben thought that he was knocked out or something, but he could hear him wheeze through his armor so he still had to be conscious.

…

…

…

"Hardly…" with that one word, Raze immediately sprung out of his crash site and whacked Ben's face with one mean looking punch. As the boy recuperated from the surprise attack, the assassin grinned madly like his purpose had been found or something. "At last… an opponent worthy of my skills!" he exclaimed, "You are the one! The one that I must face! The one inscribed in the prophecies! The Omnitron!" the mere mention of that name would've frightened most alien life forms, but thankfully, none of them were around. "I will take great joy in destroying you…"

"Well bring it right here, show off!" and once again, they clashed with one another, turning the entire downtown park into a war zone between two warriors. Every movement they made and every blow they gave each other seemed so surreal… in fact, some of the people that witnessed the battle didn't even think that they were real. It was so intense and so out of earth that it seemed more like a battle between gods rather than mere mortals. And perhaps they were right. Where else would you be able to see a fight like this on earth?

After another ten minutes of battle, the fatigue on Ben's body began to show up. His movements were getting slower and his blows were becoming weaker with each punch. It was only a matter of time before he falls to the ground of exhaustion.

"Getting tired already? And we were having such an exciting match" Raze mocked as he readied his swords for battle.

"Don't tell me you're quitting already" Ben mocked back trying to hide his wheeze through his mouth. "I haven't even begun to fight. I'll snap your overgrown tooth picks in half and throw them in the garbage dumpster!"

But Raze only gave out a serious face as he aimed his gauntlet at him to use that missile dart again. "As much as I enjoy our battle Omnitron… I'm afraid I have to end your existence right here for the future of the galaxy! Say your prayers… if you even have one"

"If you think that you can beat me with the same moves again, then think again!" in a move that would even shock Vilgax himself, Ben (Fourarms) charged forward, in an attempt to finish this duel once and for all. Even the assassin himself was surprised. But taking the matter at hand, he fired the dart and shot it right onto Ben's large torso which electrified him with powerful surge of electricity. Raze knew that he was now weakened and it was clear now that he could take the boy's head without any worries.

But just when the guy drew out his sword, Ben once again put himself in a deadlock position taking all four blades onto his hands even when he's being electrified. Raze tried putting more force, but Ben just wouldn't give up. In a rare sight of anger and rage, the boy's adrenaline finally kicked in and with just enough force, he snapped the guy's blades in half and gave him one hell of a punch that made a dent so bad that it would take weeks before it could get fixed. "My sword! But how…?"

"See… I told ya I'd… snap your… ughh…" by the end of his phrase… the boy finally collapsed and immediately turned back to his human form. He was still conscious, but man was he dead tired.

Raze immediately found new respect for the boy. To break his swords and damage his armor to such an extent would require god like strength. As he stood up from his position, he could already tell that Ben was through. He had no strength left to battle and that fight took a lot more out of him than he had expected. But just when he was about to finish the job, Max and Gwen suddenly reappeared from the sides both with faces that clearly stated 'take one more step and you'll wish that you've never been born'.

"Not a step closer you creep!" Maxwell gritted angrily at the assassin, "If you touch a single hair on my grandson, I'll plow you to the ground and send you to the deepest, darkest parts of the null void!!"

Gwen too could also say the same for him. She was ready to defend Ben even at the cost of her own life. But as she looked back at her cousin, she never once thought that she would see him so weakened before. He always was like a beacon of strength during the darkest times and he still was even after such an intense battle.

The sight of the two Tennysons truly did not confuse Raze at all. He understood why they would rush to aid a member of their own family and why they would do anything to protect the boy. But more importantly… he now understood what the boy's words actually meant. He was not overconfident of his abilities at all. He only looked that way because he didn't want help from others and thought that he could take on the enemy alone. But that was not the whole truth. Even if he did not know it… the boy was very overprotective of his family. He fought… so others would not fight. It was a selfless sacrifice that not even Ben himself knew about. He would fight alone against the entire galaxy if he must, if it were meant so that his family did not have to. No one should experience the horrors of a battle such as this… and by knowing his true intentions, Raze seemed to have a quiet place in his heart to remember this boy.

He darted his eyes from the family to the boy and from the boy to the family. If only they had known what he was truly doing… then perhaps they would truly understand why… why he had to do what must be done.

This little thought alone was enough to make the cold hearted warrior shed a tear under his helmet. But just when he was about to speak, one of Vilgax's communication drone emerged from the skies. "Excellent work my assassin" the warlord hissed for once, happy about the results.

"Vilgax…" Max gritted through his teeth, "I knew you were behind this attack"

"Tennyson… what a lovely reunion we have here. All members of the family that has annoyed me to no end have gathered in one spot. Ahehehehe ahahahahaha!! I see you've already met my new champion… Raze" he gestured to the warrior who was still busy catching his breath, "As much as I like to have a little chat with you… I'm afraid I have a galaxy to conquer. Finish them off" Ben, Gwen and Max immediately braced themselves to fight against Raze, but what came next, came completely unexpected to all of them.

"No…" the assassin replied plainly.

"WHAT?!" Vilgax hissed, "I order you to destroy them… NOW! Don't forget your debt with me, assassin! You have an honor to keep! So I order you to destroy them! NOW!!"

"I promised that I would locate and defeat the human child not destroy them" Raze explained, "I have already located him and I have defeated him in a trial of combat… although I hardly consider that one… a victory" he turn his gaze to his broken blades as he continued, "Therefore my task is done and my debt has been repaid"

"You…… you will pay for this inso…" before the Chimera Sui Generis (the name of Vilgax's species) could finish, Raze quickly blow the com drone up with his plasma rifles with his center left hand.

"There… that should keep him from speaking" the warrior chuckled, "He was annoying after all" he then noted that the Tennysons were still on their guard, "No need to be alarmed… I no longer wish to fight. Now that I am free from Vilgax's debt, there is no point in battling you"

"So… does that mean you'll stop coming after Ben?" Max questioned not once lowering his weapon.

"I seriously doubt that Mr. Tennyson" Raze replied honestly before turning his attention to Ben, "You and I will meet again Omnitron… sooner or later. Or at least until I get my swords repaired. Besides… we already have too many interruptions to call this a proper duel" he then gestured to the many RVs that were approaching this way. When the Tennysons turn their heads back to where Raze was standing… he was gone.

"Ok… now that guy was seriously whacked…" Ben muttered out.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

**Epilogue**

After the battle had finally calmed down, the Tennysons soon returned to the Hudson House to have a well earned break. The repairs on the city and the city park would take a few weeks to finish but at least amidst all that destruction, only Ben and Raze were the ones who got hurt.

Right after the guys finished with their breakfast, they came out of the diner to head back to their daily routine.

"Sorry we were late in all that rescuing" Oswald apologized. "We just never thought that someone would be dumb enough to attack us right here at our headquarters"

But Max simply waved it off, "Oh that's ok. The important thing is that no one got hurt"

"Speak for yourself" Ben grumbled.

"At least now you'll consider letting us help you next time" Gwen mocked she flicked the boy's aching parts.

"Oww! Hey watch it!"

"Oops… sorry my hands must've moved on their own" she chuckled.

With all the laughs and who-hass done, the ex-boss of the Plumbers returned to the main topic at hand, "So you sure I can't persuade you to rejoin the Plumbers Maxie? We could really use someone like you instructing all the new recruits"

"Oh no thanks" the old man replied, "I don't think I'm ready to come out of retirement just yet"

"That's a shame… but I guess you've made your mind" the blonde old Plumber then turned to Ben for a better answer, "What about you boy? Ready to join the Plumbers yet? We could use someone with your skills on the field"

But surprisingly for all of them, Ben declined, "Sorry, but if my grandpa isn't in the group, then I can't be either. Besides… it's the family that's important" Max gave out a proud smile as Ben said those words. He never knew that the boy could say such a wonderful thing to make an old man cry.

"Well if that's your decision than I respect that" Oswald replied a little disappointed to hear that. He was so sure that Ben was gonna join no matter what he said, "But remember that you three will always be welcome here. You can count on us to help you guys any time anywhere. Just give us a call" he gave out a wave of farewell to them as they left the scene.

"You come back soon ya hear!" Maria added, "I'll be more than happy to cook for you again little man!"

And with one last good bye, the Rust Bucket drove into the distance leaving the Hudson family behind, knowing very little that they will be seeing them a lot sooner than they expected.

**End of episode…**


	12. EP 4 P1

Episode 4: So Not A Tennyson

**Episode 4: So Not A Tennyson!**

Summary: After a battle against a group of armed thugs, Ben suddenly gets amnesia and becomes the perfect kid the Tennyson will ever know. Gwen loves the new and thoughtless Ben because he loves to study and doesn't tease her anymore. Max also likes the new Ben because he can do practically anything in camp. Will the family help bring the boy's memory back or will they keep the new and improved Ben Tennyson?

**Chapter 1: Forget For Good!**

**(Bellwood city)**

It was a normal day here in Bellwood city… the normalest town in the US of A. Yup, everything was just as it should be. People running through the streets, kids playing in the playground, workers going by their daily routines to make ends meet… (sigh) And today was no different either. For today a group of thugs were planning to make away with some stolen loot from a jewelry store. After they had gotten what they came for they quickly bailed out and drove right into the main part of the city which then resulted in a high speed chase.

As the driver got a good distance away from the cops his partner quickly opened up the sack and had a sample taste of the loot they stole. "Ahehehe… way too easy" he began, "We probably did it in record time too. That must be the fastest heist we ever pulled off ahehehehehehe. I wonder how much we're gonna sell for this little beauty over here" he took a large piece of ember and dangled right in front of his face trying to think of a price to put on this little darling.

But just before his partner could reply, he suddenly noted a green flash coming in front of them. "A… a… a… a…" he stuttered out which made his partner confused, "A? A what?"

"A… a… a… alien!!" he quickly pointed out on the window where XLR8 was keeping up them with minimal difficulties. "Sorry to disturb you guys" Ben mocked, "But I'm afraid you broke the speed limit of the city. I'm gonna have to ask you to come with me quietly" the guy on the front seat quickly pulled out a weapon out of fear and began blasting the boy away. "I guess we're gonna have to do this the hard way"

As Ben lowered speed down a little bit, he quickly used his sharp claws to tear the tire's rubber surface and let the air come out with a good wheezing sound. "That should stop you guys on your track" he remarked. But unfortunately for him, the thieves didn't feel like stopping right now. Once the two goons got out of the car they quickly made a break for it towards the streets trying to lose their pursuers using the alleys and hide points. But that was probably a stupid move on their end.

Ben was the master of the back alleys; he probably lived half of his life in those dark corners. He knew every twists and turns like the back of his hand and it was probably just a matter of minutes before he finds them. He wanted to take his time finding them, so instead of rushing in like he usually does with XLR8 he decided to just skate around, looking at every dumpster even though he knew that they would not be there.

"Come on guys… do you really have to make this any harder?" he groaned playfully as he looked through the trashcans, "I have a lot of homework to do so I would just appreciate it if you just come out quietly" his offer was simply returned with utter silence. "Ok… but if I find you, you're gonna regret it" he said in a singing tune.

Just as he searched through then next few trash cans in the area, he suddenly discovered that the place was literally teaming with cats. "Uh… cats… I'm more of a dog person, thank you" but then suddenly, he heard a sudden ruckus from behind. Apparently one of the goons was planning to sneak up on him using a club but unfortunately for him, it was a failure. "Well hi ya buddy! Why don't ya hang around for a minute?" with a blink of an eye, Ben immediately gave the man with the loot the most painful weggie of his life and hung him from a flag pole near one of the buildings. "One down, one to go"

And immediately Ben's prayers were answered. Just when he turned his eyes to the next corner, he noted the driver escaping. "Hold on for a moment. I'll add a friend with you soon!" the boy immediately gave chase, going through the intersection and crisscrossing through the alleys and taking a shortcut which eventually led to the front of the goon. By the time Ben got there, the thief smacked right onto his chest so hard that it sent him to the ground. "Sorry pal, but it looks like your joy ride is over, now come over and we can…" but in a sight of fear, the goon quickly grabbed the nearest hardest thing he could find and slammed Ben right on the head, sending him to dreamville faster than a guy breathing sleeping gas.

"Oh… man… I'm gonna feel that one… in… the… morning…" the boy groaned before finally falling on the floor. His visions began to go blurry and brain began to feel kind of numb. The last thing he saw, was the goon making a break for it and a small pendant falling on the floor until everything turned completely dark.

**(Time skip 1 hour)**

"Ben! Ben, are you alright?" came a voice through Ben's head. "Ben, say something!" the voice was so loud that it made the boy flutter his eyes as he tried to move his body. "It looks like he's coming through" Ben squinted as the light came to his eyes. He wished someone would close the window and allowed some shade into the place.

As he finally got used to the light, the only thing he could see were blurry images of two people sitting next to him. "Oh… my… head" he groaned out looking a little weary. As his visions finally focused he came to sight with Max and Gwen who was holding a pack of ice on her hands.

"You ok there sport?" Max asked worryingly, "You were out for a whole hour" he quickly reached for the black spot on Ben's head which the boy flinched the moment he touched it, "Oh… sorry about that. Guess it must still hurt"

"I told you to finish it quickly, but noooo…" Gwen added, "You just had to take your time and play with the guys. If you finished early we would've been home by now"

"Gwen" Max called, "Be nice to your cousin. (to Ben) Well it doesn't look like anything serious. A little ointment here and there and a good night's rest should clear your head in the morning. You can just tell your parents that you hit a tree on your way back from school" he let out a slight chuckle in the end. "Here have some water, it'll help clear up your mind" the boy didn't reply. He simply nodded and took the glass and drank its contents with six proper gluck sounds. "Feeling any better?"

"Y… yeah…" he replied finally, "But… can I ask you guys a question?" this only made Gwen and Max look at each other before nodding back to him, "Who are you?" even the gods themselves would laugh at that moment if they saw the expression on each of their faces. If only someone had a video camera at that moment, they would've caught the funniest scenes ever made in America's history. It was just absolutely priceless beyond bounds!

**(Opening theme)**

Right after Ben had asked them that freaky question, Max quickly got out his medical gears and began examining Ben's brain to see if there was any damage done to it. He checked through his ears and eyes trying as hard as he could to see if there was anything wrong. Ben wasn't exactly comfortable when Max approached him with those strange looking devices, but Gwen simply gestured him and said that it was ok. After another hour of examining the boy's brain, the old man finally came to a conclusion.

"Well the good thing is, the brain isn't damaged" he began, "I think the effects of that last hit on the head must've caused a post-traumatic amnesia on him. But it's nothing too serious"

"So you mean, he doesn't remember anything?" Gwen asked a little intrigued and yet at the same time worried about her cousin's memory. "As in literally anything?"

"He doesn't even remember his own name" Max answered after he took off his medical equipments, "But I wouldn't worry too much about it. His memory should eventually return in time. I'd give him about two days tops at least. Other than that, I can't do anything else"

"So how exactly are we going to explain this to Ben's parents?" Gwen asked again pointing out a good reason, "We can exactly tell them that Ben got amnesia" but Max simply waved it off, "Don't worry. I'll just tell them that Ben wants to spend the rest of the week with me at camp. I'm sure they wouldn't mind" he quickly picked up his cell phone and dialed Ben's house.

With Max busy explaining to Carl and Sandra about the situation, Gwen decided to turn her attention back at her cousin who still had that confused look on his face cowering under that green blanket that Max kindly gave to him. I guess she shouldn't be surprised. Having amnesia is like waking up one day in wonderland wondering where you should go and what you should do. If she was in his position, she'd probably have the same reaction. As she looked closer at him, she could see that there was a slight hint of fear coming onto his eyes and a slight shivering across his body.

"You ok?" she said in the nicest way possible. If Ben still had his memories with him, he'd probably be in shock when she said that in such an affectionate tone. "Yeah…" he nodded slightly. But Gwen could tell that he was far from ok. The kid was scared and he probably didn't even know the first thing on what a guy should do at a time like this. It was like you had all the skills of a ten year old, but without the memories of where you got them.

"Don't worry" she cuddled him, "I would be just as scarred as you if I knew I had amnesia. But don't worry. Grandpa Max said that it was only temporary and you should have your memories in a day or two"

"Grandpa Max?" he questioned to which the girl gladly explained, "He's the big Santa Clause over there" she gestured to his big belly and white hair, "Don't worry, he's harmless and you kinda look up to him a lot too"

"Ok… I think I can handle this" Ben replied now feeling a little reassured of himself. "Thanks… I appreciate it. By the way… wha… ha… haa… haaaa… HACHOO!" just before the boy could finish, he instantly sneezed right on Gwen's face making her gross out beyond all reasons, "EWW!! Gross!! Talk about your major snotness!" she stood up and quickly began wiping her face.

Ben knew right away that he had made an error in his moves, "I'm sorry!" he apologized in a very worried tone, "I didn't mean to! Here, let me wipe that off you" he quickly grabbed his towel and wiped the girl's face but this only angered her even more. "BEN!!" she yelled to which terrified the boy to his heart. "AH! I'm sorry! I didn't mean it, honest!" he cowered down on the ground terrified like a scarred pup being threatened by a wolf.

Gwen was even shocked herself. Usually Ben would stand up against her like a mountain unmoving, but now it looked like he had turned into a simple strain of grass bending before the mighty storm that was her. Was she really that terrifying? "Ok… I'm a girl and even I find that embarrassing" Gwen said to herself before pulling the boy up, "Boy… you really don't remember anything do ya?" Ben only shook his head in reply. "I guess we're gonna have to start somewhere" the girl remarked before turning back to Max as he hung up his cell phone.

"Well, I talked with Carl and Sandra and they've agreed to let Ben stay with me for the rest of the week" the old man stated, "I'll drive you back home and pick you up tomorrow. Probably by then we'll be able to sort this mess out"

"Well I guess there's really isn't much I can do to help" Gwen replied. "Who knows? Maybe the new Ben might just be an improvement"

**(Abandoned subway station) (07:00 PM)**

It was dark and quiet here at the abandoned subway station at the city slums. A perfect place for criminals and villains to plan and plot their next move like the sniveling snakes that they are. It was perfect because only a few police force actually comes through here. The place was riddled with mysteries and hidden passages that only rats and other miscreants knew. If an armed force should come and take over this joint, they would be immediately be having a fight of their lives.

There were more than enough gangs and warbosses in the area with enough weapons and gears to start world war three all on their own. Even though this place may looks like a ghost town, there were actually more than a thousand people living in each and every building complex, ready to be unleashed upon the city. The only reason why they haven't taken this city yet, is because all the gangs here don't exactly see each other eye to eye. They were still busy amongst themselves to look for the biggest, baddest boss in the entire city. But we'll get to that later.

Just as the street rats were out looking their next meal on the road, a van suddenly turned up from the corner and scarred all of them away back to their rat holes. Once the van came to a complete stop, three thugs wearing black masks came out from the vehicle with bags of loots on their backs. From the looks of their suit, a rough guess would say that they have been busy stealing from a small time bank in the city.

"Hey, hurry up and get those things out" the boss ordered to which his two goons complied. "We'll dump this van in the port later on tomorrow" after making sure that they weren't by some vigilante or cop, they quickly approach the entrance of the subway which had the sign 'Keep Out' plastered in front of it. After a few knocks, the metal on the other side quickly slid open its peep hole, "It's us, open up" the thug on the other side of the door nodded to their appearance and quickly shut the peep hole up. A few seconds later you can hear a number of locks being undone from his side. Whoever stayed in here must've really wanted to keep those pesky guys out with good reasons too.

After a few seconds later, the metal door opened revealing a small cozy area with several sofas on the sides and one fireplace at the center illuminating light for the whole room. As the goons entered the hideout they were immediately greeted by a strange metallic figure hiding just beyond the reach of the light. "Did you me my share of the loot?" the figure asked in a demanding way. From the tune of the voice, they could already tell that it was a woman.

"Yeah yeah, don't worry we got it" the boss of gang replied as he lowered his sack down up front. As he unzipped the hatch open, he revealed a large pile of cash and handed it to the shadowy figure. "It was only a small time job, nothing too serious. You should've seen the looks on those guys faces when we busted into their shop ahehehehe! It was priceless" but then that last remark became his downfall when the shadowed figure decided to shoot him with a laser beam which sent him flying towards the wall.

"If I wanted to hear how it went, I'll ask for it" she said annoyed. After holstering her weapon back, she quickly took out the loot in the bag and grunted, "Hmm… good enough I guess" she then threw the bag away and turned to her gang, "Alright you peons, time from stealing candy from babies is over. It's time we went on the big targets!"

"What? You want us to hit the metro bank or something boss?" one of the goons asked to which she shook her head in reply, "No… the target we're dealing with is gonna be a hundred times more valuable than a hundred metro banks! I'm talking about BIG money and I mean really big!"

"Well… don't keep us in suspense boss. What's the plan?" asked another goon.

"Not yet…" she answered him with a fist held, "To do this mission, we're gonna need some special equipments. But trust me on this one. Once we're finished with this heist, we won't to do squat no more. We'll be living the dream boys! And believe me……… this plan… will put our names in the record books for years to come" and it was in that moment that she finally revealed her true self on the light. It was none other than… Rojo, the ex-member of the Negative 10.

**(The next morning) (Rust Bucket)**

Today was a beautiful day in Bellwood city. The sky was blue, the sun was shining, the birds were chirping and not a single dot of cloud in the air. It was a peaceful morning to behold but one that would soon turn for the better. For today was history quiz day for Gwen and she has been preparing all week for this very moment…… but little did she know that this day… was just about to get even better for her.

"Bye sweetie!" came Lily's voice as she drove off in her convertible car. "Bye mom!" Gwen replied waving back. Once her mother's car vanished into the distance, the Rust Bucket soon appeared shortly after, like a timer. Gwen quickly checked her watch and noted the time. She wasn't surprised that it was a few minutes earlier since Ben was probably inside since yesterday.

As the young red head entered the RV of her grandfather's her heart immediately skipped several beats before it managed to pump again. "Ben!?" she gasped out loud as she saw the boy on the table, reading a book. Once the young hero noted her presence he quickly gave out a soft smile back, "Oh, hey Gwen" he replied in the most innocent manner possible.

"What are you… reading?" Gwen inquired looking a little shock.

"Yup! It's a math book grandpa gave me" Ben replied casually like nothing was wrong, "He says that since my memory isn't coming back in another day or two, he suggested that I tried putting in some new memories while I'm at it"

"Well sorry to burst your bubble, but studying isn't exactly your thing" Gwen chuckled back thinking that grandpa must've been trying to do the impossible.

"Yeah, grandpa told me about that too" he replied as he flipped through the pages, "So I thought it must just be interesting if I just put myself in a different position. You know? Try out a new me. A fresh start"

"Well the only time when I ever saw you studying was probably back in kindergarten. When you were still learning your ABCs ahahahahahaha" but later did Gwen know that her mocking joke was only returned with a plain empty stare from Ben. Usually by now the boy would probably think of a good come back to say to her, but it was probably even more humiliating for her just to receive a plain stare. "Ohh… you're no fun at all"

"O……k… Hey, is that a new hair clip?" he pointed to the clip that was meant to hold the bang on Gwen's hair. It was a minor detail but he still noticed it.

"Oh you mean this?" Gwen questioned.

"Yesterday you were wearing a purple one, now you're wearing blue" he commented, "It kinda matches your clothes" if that was a compliment, then that would probably be the first and last Gwen would ever hear from her.

"Well… thanks…" the girl replied a little embarrassed with the whole new Ben thing. Not wanting to let this get to her focus, she quickly joined him on the table and pulled out her history text book to review for her quiz.

But Ben noticed this and quickly remembered what grandpa told him last night, "Oh yeah. Grandpa Max told me that you were also gonna have a history quiz today so he told me to give you this" he took out from his backpack what looks to be a charm of some sort. "He said that he found this near me when I was knocked out so he thought that I should keep it as a lucky charm. But I think you'll be needing it a lot more than I do" it was a beautiful pendant decorated with silver markings and a black cotton smoothening the lines with a topaz stone embedded on the center of the body. The stone itself was an eye candy and it would take a person minutes before he could pry his sights away.

"Really?" Gwen replied in disbelief. As she held the pendant in her hand she couldn't help but marvel at the beautiful object she had been given. It was probably the same stuff that had been stolen by the thugs yesterday when Ben was knocked out. But then something seemed fishy here. Wait a minute… Ben giving out a present for no reason? There has to be a catch. "Wait a minute… what's the catch?" she asked suspiciously. But again… Ben replied to her question with a confused stare.

"Uh? Catch?" he raised a brow of curiosity.

Seeing that he didn't get it, Gwen decided to explain. "Well usually when you give me something like this, I usually have to do something in return. It's kinda like a bribe or something. We normally do that sometimes"

"Well, dunno what a catch should be" the boy replied innocently with a slight blush coming on his cheeks. "How about we head out for the country fair later?" he said finally, "Today's Friday anyway. Maybe after school, we can ask grandpa to take us" the boy quickly jolted his head to the sides to talk to Max, "Hey grandpa. You think you can take us to the country fair over by the pier later this afternoon"

"You mean the same one that just came yesterday?" Gwen inquired.

"Yeah. Grandpa says that we should take some time off. So what do you say grandpa Max?"

"Why that's a great idea Ben!" Max agreed wholeheartedly, "It'll be nice to have a little rest and relaxation for one night. We can play some of the games there while we're at it"

And with that, the two Tennysons quickly gave out a wide smile altogether. But little did Gwen know that the best day of her life was just about to get even better.

After another ten minutes of driving, the gang soon arrived at Gwen's school, where they dropped the girl off. Once the girl got her knapsack, she opened the door and wave out, "So I'll see you later grandpa?"

"Same time sweetie" the old man replied warmfully. As he saw his two grandchildren waving each other like true siblings, it made his heart burn with happiness. It wasn't often that he would see such an affectionate sight between these two cousins. He often thought of it to be impossible for them to stand with each other for a whole minute, but now it looks like Ben was looking forward of seeing his cousin sooner than he wanted too.

And it wasn't long then till Ben arrived at his school… or at least that's what grandpa Max said was his school. The moment he left the RV he felt like he was now the new kid on the block. His legs wiggled and his sweat glands were acting a bit more than they should be. I guess it wasn't surprising seeing that there wasn't a cloud in the sky to block the heat. As he looked around, he turned back to his grandpa who seemed a little worried as well.

"You sure, this is a good idea grandpa?" the boy asked a little hesitant to take the next step.

"Don't worry" was his reply, "Just follow the schedule I gave you and you'll be fine. I also called principle White to help you out just in case. He's an old friend of mine and he'll help you out. You've helped him a lot too during some… crucial times"

"I was friends with the principle? Wicked!" And with that he walked off, trying to look as normal as possible to the other students.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

As Ben entered his classroom, he quickly noticed that the teacher had not yet arrived so he still had time to do some of his assignments. That is… if he remembered that he had any assignments. When he opened up his notebooks he soon found out that all the pages were filled with doodles and drawings of strange alien creatures that he had never seen before in his life. "Ok… so where are my notes?" he asked himself as he moved onto to his text books. Soon later he found a lot more doodles and drawings on each of the pages. "No… no… no… no! Oh man! What have I been doing for the past ten years of my life!?"

Ticked off by his passed self, Ben quickly took out a piece of paper that was left unused by his previous self and began writing something on it. Once he was done, he quickly slapped it on the back of his backpack. He knew that his old self would see this when his memory jolts back and hopefully, it would leave a message too.

When the teacher finally came in, the school bell suddenly rung, bringing the attention of the class together.

"Welcome students, please take your seats and we may begin"

"Something tells me… this is going to be one… long… day" Ben groaned out.

**(Bellwood Junior high) (Gwen's school)**

As Gwen sat in her respected seat number to wait for her teacher to get settled in, she put the pendant around her neck and tinkered with the stone that was centered on its little body. It glittered brightly as the sun's rays shone on it. That little piece of rock alone, allured many eyes from her nearby seatmates and made them wonder, who could give someone a gift like that.

"Wow Gwen" came one of the girl's voice. "Nice pendant!"

"Really? Thanks! It was a gift" she replied showing off her new cool accessory.

"It's so pretty… it matches your hair perfectly" said another. And before Gwen knew what was happening, she quickly became the center of attention for the whole classroom. Everyone wanted to see what she had brought with her today and that stone on her neck was just the thing they needed to accessories.

The teacher, who was a cranky old woman quickly gave out a loud cough as she spoke, "Ahem… attention class. As you all know… I will be giving out a quiz today" some students moaned and groaned altogether, "I hope some of you have studied, because this will determine where you stand in your history class… and…" just when she began handing out the papers to the students, she suddenly noted Gwen's irresistible pendant. "Ms. Tennyson, as much as I like fancy jewelry, I will have to insist that you do not wear something so… expensive. Your so called 'bling bling' as you say it, will not be tolerated in my class"

"Yes Mrs. Prune" Gwen quickly hid her pendant under her clothes and placed her pen on her paper. But even if she didn't like the pendant, she still couldn't take her eyes off it. She's definitely not going to let Ben through this. She was going to brag on about this piece of jewelry for the generations to come


	13. EP 4 P2

Episode 4: So Not A Tennyson

**Episode 4: So Not A Tennyson!**

**Chapter 2: Can We Please Keep Him?**

**(Bellwood city streets) (Rust Bucket) (04:00 PM)**

Right after school, grandpa Max quickly picked up his grandkids from their respective meeting spot and drove them straight to the country fair. It was still a long time till they get there and so Ben and Gwen decided to use that time to finish their homework. It seemed like an average day for an average family but sadly, it really wasn't going to last very long.

"Hey kids" Max called out as he drove through the tight city streets. Dismissal times were always busy on the streets since most offices closes by this hour. "You guys doing alright over there?" surprisingly for Max, his two grandchildren seemed oddly quiet today. Sure he was surprised that Ben was doing his homework too, but for the two cousins to be in tune with each other was like a dream come true. No longer did he hear screams and shouts of their constant bickers, no longer he could hear the sound of pranks being plot or snickering laughs being done. Nope… as he looked back at them now, they seemed to be like two normal kids having their normal problems on this normal day.

The two kids didn't reply to his question, they just simply sat there, doing their homework. Gwen and Ben were doing math together. Since they were in the same grade it was obvious that they had similar lessons.

"Arghh!" Gwen grumbled, "This is so not working! I can't figure out this problem!"

Ben noted her loud grumble and quickly offered his assistance, "Why don't you let me see?" after a quick scan of her notes, he immediately spotted what she was doing wrong, "Oh… this is a trick problem. These numbers makes you think to multiply it with this, but in truth you have to divide it first then form with the formula. We had this problem during math class this afternoon"

After Gwen rechecked and done what the boy explained, she was surprised that it was actually…right. "You're… right! How'd you do that?"

"Simple math really" he explained modestly, "It's all about the eye. Once you know a dance trick or two, you don't have to learn how to 'square' anymore" they both let out a soft chuckle together to his so called joke. "Anyway, I'm all about done for my homework. I'll do the rest after dinner. How about you?"

"Pretty much done here" she replied, "All I have is some left over science project. But now all I want to do is hang around at the fair and enjoy the weekend"

"Yes! I can't wait to see all the clowns and phonies!" Ben cheered out loud to which Gwen only let out a soft chuckle in the end. After a few giggles she began to laugh out loud which made Ben cocked a brow of curiosity. "Uh… did I say some thing funny?"

It was awhile before Gwen was able to reply after her continuous chuckle, "Well… I don't mean to sound ironic, but you hate clowns Ben"

"What?! No way! How about the animal shows??"

"Nope, you hate those too. Especially the big tiger ones"

"Oh man…" the boy groaned, "So what exactly do I like?"

Gwen thought for a moment and remembered everything the old Ben liked. He definitely didn't like any of those girl stuffs and no way was he into those affectionate romantic novels like she was. In fact he was the total opposite of her. He liked everything bad from the grossness of eating to the destruction of public property. If he was fifteen years old, people would actually think that this kid was the leader of a notorious gang of some sort. He had the charisma and the power to prove it, all he needed then would be the evil in him.

"Well……… usually it would have something to do with destruction and mayhem. (pause) Oh and who can possibly forget your major eating habits?"

"Uh… define major" Ben asked hoping that it wouldn't be something too gross for him.

"Let's just say that even grandpa got sick to his stomach" Gwen clued him a little.

"Man… just what kind of a person was I?"

"You have no idea how many times I asked you that question" Gwen mumbled barely loud enough for Ben to hear her. "Anyway… hey grandpa, how long till we get to the fair?"

"Not long now" he replied, "In fact… we're already here" after a short step on the break the two Tennysons quickly looked out the window and grew out a smile so wide that it stretched right out of their faces. "So… who wants to have fun?" and with that offer the kids quickly got out of the RV and enjoyed what was to be their best night yet.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Benjamin did not hesitate to go out first. Right after they got the tickets to get in, he immediately began sightseeing every flashing light in sight. It was like he was just kid, coming to the country fair for the first time. Well, it would only be half true except that this wasn't the first time he came to a fair.

The moment he got in, he immediately went to the clown nearest to him and asked to do some kind of balloon trick. The guy with the makeup and the honky red nose smiled back cheerfully and gladly complied with the boy's request. He first made a wiener dog, then a giraffe, then a horse, then a hippo, and then a strangely colored fish. Ben loved the show and gladly took the balloon from the guy.

Right after that he quickly went onto the mini-game booths where people play to earn tickets to get themselves prizes from the prize tent. The prizes there were unique in which one may call it that way. The cheapest thing you can get from that place would be a bunch of stickers. A dozen of them for one fair ticket. The more unique prizes were the stuff bears, some books, pencils, some minor accessories like watches and funny wigs and masks. But the biggest of all of them would be the scooter which was rated with one thousand fair tickets. A lot of people have tried to account such a large number of tickets before but all attempts were met with failure.

After about twenty minutes of playing and going through rides, the trio came to the place in which they call the test of strength. A person hits the dumbbell as hard as he can with a hammer and sees if it goes to the top. If it does, they get five tickets. "Hurry, hurry! Step right up! Come and test your strength!" shouted the attraction owner, "Which one of you has the strength of Hercules? Anyone? Anyone?" he gestured to the crowd to see if one of them would dare try.

"Hey grandpa, maybe you should try it" Ben recommended carrying a balloon on his hand. But the old man simply declined politely, "Oh no… I don't think I have the strength. Besides, I'm too old for that kind of thing"

"Oh come on gramps" Ben cheered him up, "You're not that old. Like they say… you are as young as you act. Let these guys see what a real man does his work"

Surprisingly, Max suddenly agreed, "Well… ok… I guess it can't hurt to try" as he approached the dumbbell, the attractioneer quickly handed him a hammer which was surprisingly light for its size. I guess this is one way for the attraction to cheat on its customers. With the crowd giving him a loud cheer altogether, he lifted the hammer up, and with one good slam… WHAM!!" the dumbbell went up so high that it only hit the bell, but the plant that was supposed to lift it, broke in half in reflex of the weight.

"Well well well! I guess Hercules still does exist around these parts" the owner said in amazement. "Let's give this man a big cheer everyone! Nice job! Nice job indeed" as the crowd cheered Max with applause and whistles, the owner gladly took out five tickets from his booth and handed it to him.

Right after that little show of old muscles, the Tennysons decided to take a little stroll around the area to kill time while enjoying the other entertainment around the area. The jugglers were great to watch and the fire breathers brought a lot of viewers from every side of the fair.

"That was great grandpa" Ben congratulated, "I knew you still had it in you"

"Yeah… for a moment there I thought that hammer was going to rip my arm off" the old man replied holding smile, "Maybe I'm not as old as I thought I was"

"I guess that's what they call 'positive thinking' around these parts" Gwen added. "What do you guys wanna do next?"

"Well, I'm done with my part" Ben answered, "I've got enough tickets to get me a couple of prizes. What do you wanna do?" he returned the arrow question at Gwen who looked back at him with a questionable face. I guess it wasn't usual for Ben to ask what she wanted to do. Usually the boy could care less about what she liked or what she said. "Well…" the girl didn't really know how to respond to that question. She asked out and didn't have the answer of her own.

Without a good enough answer she decided to look at her surroundings to find what to do for fun. And then luck seemed to strike when she came across a shooting gallery where they were giving out tickets to the one who shoots at least five targets. "How about we try one of those? They look like fun"

"Why don't you two go on ahead?" Max told them, "I'll go grab us a couple of cotton candy and meet you at the pier. We can all see the sunset after that" with a nod from the both of them, Ben and Gwen quickly made their way towards the booth to try out the game.

"Step right up everyone!" came the attraction owner's call. "Come and try shooting Billy The Kid and test your precision! Three bucks a round, one round with twenty shots! Who's next?"

"Game for two please" Gwen requested, dropping the exact amount on the table. Once they were given their toy rifles the immediately took to their positions.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

On the other side of the fair however… Rojo and a bunch of her gang were preparing to make a deep strike in town. The ex-biker was still in the combat suit that was given to her by the Forever Knights. After her fight with the Tennysons back in Mt. Rushmore, she immediately bailed on the Negative 10 and took the gizmo with her. Not only did it give her a portable weapon, it also enhanced her natural abilities, ten fold.

"Alright you peons, listen up!" the boss shouted, getting the attention of the gang, "We just need the equipments so no funny business"

"Aww… come on boss" one of the members groaned, "Look at this place. It's just ripe for the plucking!"

"Did your momma drop you when you were a baby?!" Rojo shouted out, "When we're done with my plan, this place will look like the beggars nest compared to our new mansion! Now go! And don't make me come after you!" and with that, the gang quickly began working on stealing the stuff needed for the big heist. As the men did their best on busting in one of the large wooden buildings, Rojo took a little peek in her portable binoculars. "Hmm… everyone looks like they're having a good time……… why don't we stir up the ants nest and make them go wild?" a grin immediately appeared on the gang's face as they knew well what she was planning.

To stir up a nest, you're gonna have to make one loud boom!

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Back on the shooting gallery, Ben and Gwen were having a great time. But mostly Ben was having a good time. The boy was practically an ace with firearms. Not one shot got wasted and every shot he took was precise and accurate, heck he could probably beat this game with one arm tied behind his back and his eyes closed. Gwen on the other hand barely managed to get even five down with one round. Her aim was so way off since she never really held a real weapon in her hand.

After another two rounds of perfect shots, the owner of the booth gladly pulled out another batch of tickets to Ben. "Nice aim there kid. Keep this up and my booth will be out of business in no time ahehehehehe. Though it's too bad I can't say the same thing for your girlfriend though" he pointed his thumb at Gwen who was already on her fourth round and was still unable to hit the targets no matter how many times she shot.

"Ughh!" she groaned out after missing another few shots.

Ben noted this and quickly stopped her from shooting. "Whoa… easy there Gwen" he calmed her down with one simple touch on the shoulder. "Here let me show ya how it's done" with a move that surprised even Gwen herself, Ben reached out for her arm and put her in a rifle shooting stance. "First you've got to keep your arms and hands steady, take your time and wait for a target to come to your sights. After that… fire" and surprisingly, his advice worked and the girl managed to shoot down three targets in a row.

"I did it!" Gwen said amazed.

"Of course you did. Want to play another round?" the boy offered. But just when Gwen was about to say yes, a strange feeling began to creep up to her skin. She knew that the boy next to her was her cousin, but now that she looked back at him… she realized that this was definitely not Ben. He would never help her out like that and would laugh the moment he saw her doing something so foolish. In fact…… everything the boy has been doing today has been a complete opposite of the boy. It was like he was a totally new person or something.

She blushed and quickly turned and shook her head out to get rid of the thought. "Nah…" she answered, "We should probably go to the pier and meet up with grandpa. Wouldn't want to make him worry about us" agreeing to the girl's suggestion, they quickly made their way towards the pier. But that was until Ben caught the prize exchange booth nearby.

"Why don't you go on ahead? I'll go and get something from the prize booth first" and without even waiting for a reply, he headed off towards the booth to get his prize.

Gwen didn't wait very long at the meeting point at the pier. After a few minutes when she got there grandpa Max arrived not soon later with three large cotton candy in his hands. "Hey Gwen" he greeted, "Isn't Ben with you?"

"Nah, he went out to check the prize booth" she answered, "He'll be here in a few minutes" and sooner than she thought as well. By the time Max handed her a cotton candy, Ben soon arrived with a few prizes on his shoulder.

"Hey sport" Max greeted, "Looks like you got yourself a large haul there"

"Ummm… not exactly" Ben answered which the other two gave out a questionable brow, "I got you two something as well" he quickly reach out for his pocket and grab a small silver pocket watch. From the looks of it, it was similar to an antique one that can be found in a pawn shop. "I saw your old pocket watch in the RV broken… so I got you new one grandpa. I hope you like it"

Indeed, Max was surprised beyond belief. As he took the pocket watch into his own hands he remembered instantly that his old pocket watch needed part replacements which could take ages to find in a high-tech city like this. "Wow…… uh… thank you Ben. This is the best present you gave to me yet. Not that you've given me any present that it"

"Oh and here's something for you Gwen" the boy gestured to the hand sized teddy bear on his shoulder, "Sorry, but they didn't have any new books so I got you this instead"

"Oh Ben, that's so sweet" she immediately began cuddling the little thing. And just as the sun settled beneath the seas of the city, the fireworks began to shoot out into the sky, filling the cold dark air with lights and colors.

"Awesome! Fireworks!" Ben said astounded as he looked up into the sky, "Hey come on guys, check it out!" as the boy headed off towards the edge, the other two Tennysons followed right after, sitting on the nearby bench to enjoy the rest of the day. With Ben looking at the colors with sparkly eyes, they just couldn't help but think that this was actually the boy that saved the world from destruction, constantly. As he laughed, chuckled and ate through his cotton candy, Ben and Max gave out the first happy sighs of the day.

"Looks like Ben is really enjoying himself" Max stated seeing how the boy was being so child like. It reminded him of himself when he was young. Well… a little bit of himself.

"Yeah…" Gwen agreed, "I can't believe I'm gonna say this, but he's really acting like a… normal… kid" they both nodded out to one another as Ben continued to watch the fireworks up in the sky, "Too bad he won't be like this forever (groan) After tomorrow, he'll probably get him memories back (groan) and he'll probably go back to being the old selfish Ben that we knew. (annoying groan)" after thinking about it now…… the two of them could gladly agree that they would rather keep this Ben around than the other one. "Grandpa, is there a way we can make this change, permanent!?" Gwen begged.

As much as the old man wanted to keep the new Ben Tennyson with, he knew it would be just wrong. Besides, how will he be able to explain this to Carl and Sandra? "Now Gwen" he began, "We all like the new Ben, but we can't change the fact that he'll turn back to normal"

"But this is Ben so much better!" she explained, "A whole lot better than that doofus of a cousin of mine!"

"Oh come on now. I'm sure the old Ben had some good in him"

"Oh really? Name one good thing that Ben has ever done for us other than being hero" she challenged to which the old man quickly got to thinking. As he looked back to the summer he had with Ben… it seemed like everything the boy had done was just to endanger his family. There was a time when he gave both of them a slushy drink, but it was backfired when they realized it was rigged to splatter all over their faces upon opening.

After he thought for awhile, he definitely couldn't come up with a good enough answer that would satisfy the question. "Hmm… good point" he said finally.

"Hey guys" Ben approached them, "What are you guys talking about?" but before the two of them could reply, a sudden explosion occurred once again causing them to flinch upon the sound. As they turned to where the explosion came from they saw Rojo and her gang making away with a haul of equipments on their backs.

"It's Rojo!" Max recognized her almost instantly, "How'd she get out prison!?"

"I don't know" Gwen added, "But whatever she's up to, can't be good for the community" Just when they were getting relaxed, a shot of Rojo's laser gauntlet found its way to the pier wiping the wooden area clean off from the city shore.

Max quickly ducked his grandkids below the bench as the explosion occurred. Surprisingly for both of them, Ben hadn't turn into one of his aliens yet. Max and Gwen then turned their attention to the boy who seemed scared at the moment. "W… what are you guys looking at me for?"

"Uh… isn't this your cue to go hero?!" Gwen said sarcastically.

"Go what?"

"You know, 'hero'!? The Omnitrix? Don't you re… mem… ber…" it was then that it hit her. The boy had amnesia of course he wouldn't be able to remember. "Oh man… the amnesia! Grandpa!" she turned to the old man who also seemed to have the same expression on his face. How could they have overlook such a simply area?

"It looks like Ben forgot more than his own name"

Knowing full well of the danger, Gwen quickly pulled Ben by the arm to a secluded area so that he can change into one of his alien heroes. But of course Ben couldn't remember anything about that. As Gwen made sure that there was no one around for another few meters she quickly began tinkering with the Omnitrix. "Ah! Hey, what are you doing?!"

"Trying to save our butts, that's what!" she yelled back as she continued to randomly turn the knob, "Come on… how do work this thing?" but then suddenly the image of Heatblast appeared on screen, "I hope this works!" with a press of a button, the watch quickly activate, changing Ben into his Pyronite alien hero.

At first Ben didn't know what was going on, but after looking at the fire on his head, he began screaming like a manic, "AHHH!! I'm on fire! I'm on fire! AHHH!" he began dousing himself out blowing on his hands rolling out. But soon, Gwen quickly grabbed a bucket of water and splashed it all over him.

"Cool it hot head! You're a hero now!" she nagged, "This is what you do for a living"

"What kind of a freak am I?!" Ben looked at himself and soon noticed that the fire wasn't affecting him at all.

"A hero kind" Gwen answered, "Come on, we've got to stop Rojo from getting away!"

"Are you nuts?! Didn't you see that laser out of her hands? Besides, I'm only 10! How do expect me to fight against that?"

"You're Heatblast now!" she explained, "Fire doesn't affect you! You've taken on worst things that her back in the days. Trust me… I know"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Back on the booths ground, Rojo and her gang were having a great time causing panic and mayhem throughout the fair. As they burned, crush and destroy the place into pieces, a truck suddenly drove in with one of her gang members on the driver's seat. "Ok… boys, it's time to hit the road!" the boss ordered as she burned the shooting gallery to the ground.

But just before the gang could load in the equipment on the back, Maxwell suddenly appeared from their blind spot and whacked them with the sledge hammer that he borrowed from the 'test of strength' area. "All I wanted, was to have a peaceful day with my grandkids!" the old man yelled at them after swinging the hammer around, hitting another guy by the stomach, "And you guys! (whack!) Had to ruin it all! (wham!)"

When Rojo noticed Max clobbering her boys, she immediately recognized him, "Oh man… not you again. That means that hero kid and that doofy cousin of his must be somewhere nearby" and right on cue, Ben (Heatblast) and Gwen arrived right on scene.

"It's over Rojo" Max stated, "We've got you surrounded"

But the ex-biker boss simply grinned evilly in reply, "Sorry pops, but I can't let you go cramping my style!" and with that she quickly fired a laser on Max but luckily he dodged it. When Gwen saw opening, she quickly cast a spell, "Galas! Disruptis!" she invoked a strong and power wind out of her hands which sent a couple of un-nailed objects right at the villain.

"Whoa!" Ben shouted once again astounded, "You can do magic too!? This is totally awesome!" but Rojo wasn't going to go down without a fight. Utilizing her suits capability, she opened up a missile pod from her shoulder and fired it back. The explosion was big enough to knock Gwen back a few meters away.

With both Max and Gwen down for the count, Rojo knew that her biggest challenge would be Ben, "Looks like it's only you and me kid. How about we make this a quick fight?" she pounded her fists together gesturing that she was going to make every bone in his body ache with pain.

If Ben still had his memories back, he would've burned her armor to a crisp and tied her around a metal pole before she could even blink, but instead the new Ben decided to take the more…… 'civilized' method. "Uh… can't we talk about this over a cup of coco? I'm sure we can resolve this like real humans ahehehe"

But in truth, neither of them were humans. Ben was an alien matchstick and Rojo was a mechanically enhanced cyborg. "Nah…" and with that last word, the boss of the gang simply shot our a flame thrower from her gauntlet, which was a stupid move, seeing that Ben was made out of fire.

"Hey… I'm… ok" Ben muttered, "Listen, we don't really have to fight now… do we?"

"Actually… we do" she replied before firing off another one of her shoulder missiles. The attack hit Ben and it sent him straight towards the water tank in the 'dunk me' booth. "That should cool you off ahehehehe"

"Hey boss! We got to go! The 5-0s will be here soon!" the driver shouted out and he was right too. The sounds of the police sirens were getting louder by the minute and if they get caught then the heist would be over before it even got started. Rojo really wanted to finish off the Tennysons once and for all but I guess she'll just have to wait for her next opportunity. "Later losertons! The next time we meet, I'll make mince meat out of ya!" and with that, the truck drove off with a whole lot of loot stacked in the back.


	14. EP 4 P3

Episode 4: So Not A Tennyson

**Episode 4: So Not A Tennyson!**

**Chapter 3: Battle at City Square**

**(Bellwood city streets) (Rust Bucket)**

Right after the battle had ended, grandpa Max brought his grandkids into the RV and drove away before the police force and fire department arrived on scene. But none of them came out unscathed. Max had suffered a small bump on his back when he dodged the laser attack which added up to the pain on his already aching back. Gwen also suffered some cuts and bruises but they were easily mended with a little bandage. Ben on the other hand had an icepack up his head after suffering from that bump on in the dunk me booth.

The boy was still confused on what had just happened for the pass thirty minutes. After turning into a flaming alien with fire coming out its body, everything just seemed like a dream. A really, really bad dream. After Gwen had finished explaining the whole details of his life as a super hero he still couldn't believe it.

"So let me get this straight" Ben began, rubbing his aching head with the ice pack. It was a good thing that he didn't lose his memories again or it would be difficult having a third kind of Ben in the team. "Grandpa Max is actually a retired organization called the Plumbers fighting against aliens and extra terrestrial life form. You can cast magic with that spell book you stole from a magician and this watch, or what you call the 'Omnitrix' allows me to change into different alien superheroes?" he asked Gwen who finished putting on the last bandage on her arm.

"Yeah… pretty much" she replied as casually as possible.

"Oh man… my life is such a mess. Not only am I doing terrible in school, I'm a freak in more than ten different ways!" he groaned out loud before slamming his head on the table.

Usually by now, Gwen would grin from ear to ear if he said that to himself, but with the way he said it, it sounded like he really didn't want to be an alien.

"No you're not" Max replied to that statement, "You've been helping people Ben. A lot of people, just by turning to those aliens, you beat up bad guys and saved many lives from danger. I know it's hard to believe at the moment since you have amnesia, but it's the truth"

"And I'm gonna have to swallow this whole truth… just like that? Oh man…"

Seeing that the boy needed some time to think about all of this, Gwen decided to leave him alone groveling for awhile. "So, what did Rojo and her gang want? I understand if she robbed the bank and all, but robbing the country fair was just plain wrong"

"I thought about that too" Max added, "And I found out that they didn't go there to steal money or prizes. All they stole were a bunch of steel cables from the clown shows and a couple of jumpsuits from the acrobatics"

"What is she going to do with those things? Open up the world's first criminal country fair?" Gwen stated as she tried to piece together the puzzle. But Max simply shrugged, "Not sure… but I'm sure that she's not doing it just for a couple of laughs. She's gonna aim for the big targets and it'll be up to us to stop her"

"Somehow, I'm getting the feeling that this day is about to get even longer than I expected" Ben grumbled before turning himself in on the bed, "I'm going to bed, if you guys need me, I'll probably be sleeping" and with that he shut the curtains and drifted away into dream vile. I guess it wasn't a surprise seeing that all this talk about aliens and villains really took the strength out of him.

**(Rojo's hideout)**

As Rojo and her goons made their way back to the hideout, they quickly unloaded all the loot from the back of the truck and lounge around the place waiting for their boss's next order. "Alright you maggots, put those things in the store house. We'll need it for the big heist later tomorrow"

"Ahey… boss" came one of the gangs, "Me and the boy's were wondering… could you tell us already on what the big heist is? Which bank we're gonna hit or what train we're gonna bail"

"Please… with the target I'm thinking, those things are gonna be nothing more but small fries" she replied to them while checking the damage on her armor. "Aw… man… that old chump must've given my shoulder pads a dent" she quickly headed off towards the resting area when another one of her goons showed up.

"A hey there boss" he stated a little frightened of Rojo's presence, "I brought the things that you asked for. We got those barbed wire cutters, blow torch and the tux from the fashion store. But we couldn't find any of those gizmos you wanted from Electros"

"WHAT?!" she yelled back which made the man a little more, "Grrrr… do I have to do everything myself!? (sigh) I guess we have no choice. Tomorrow, we'll go and steal that computer hardware. And then after that we'll strike again right at the main center of the event ahehehehehehehehe…"

**(The next morning)**

As the morning once again hit up, grandpa Max, Ben and Gwen assembled once more at the Rust bucket to plan their new move against Rojo. But… Ben wasn't exactly agreeing on this whole saving the world thing. Even though he now knows that his past self was actually a crazed super hero he still didn't want to take any part of it. Instead of spending the whole night remembering, he spent that time in trying to find a way to pry the Omnitrix out of his wrist.

"GRRRR!!" that the sound of Ben gritting his teeth as he tried to pry the Omnitrix off with a crowbar that he found in the cabinet. "Come on you stupid thing! Get off!" he tried to forced the thing out over and over again, but the Omnitrix just wouldn't budge. He had tried everything from his rulers to pencils and now that the crowbar didn't work, he ended using his own teeth.

Gwen and Max could only sit back and watch while the boy made a total fool out of himself. The moment they told him that he had to fight Rojo he had gone completely whacko and began thinking of all the possible ways to remove the thing off his wrist. After watching his many attempts to remove the responsibility off his arm, Gwen decided that enough was enough. "Give it up Ben, that thing is connected to your DNA. You can't take it out the usual way"

"So what way do I to take it off? Arghh! Man, how's a guy supposed to live a normal with a stupid alien technology strapped to his wrist!?" he quickly took out a spoon from the rack and began plucking it out, "Hey grandpa, don't you have a toilet plunger I could borrow to take this thing off?" but with a quick slip of the hand, the boy accidentally activated the Omnitrix. "Uh oh……" as the button pressed right back, he was immediately changed to Wildvine, the plant alien. "Oh great… now what am I?"

"You called this one Wildvine" Max answered, "It's a Florauna, a plant like alien. I haven't met many of them in my days, but they're said to be carnivores of the jungle worlds"

"Great, I'm a plant that eats meat. What's next? A lion added with a gorilla?"

"Umm… well… not exactly" Gwen muttered to which only made Ben's condition worse. But just when they were about to continue the conversation, an alarm was sounded right outside which caught their attention. As the trio looked through their windows, they realized that it was Rojo and her gang robbing a small electronic store right off screen.

"It's Rojo and her gangs again" Max grumbled before leaving the RV, "Ben, you keep the goons busy. Gwen and I will handle the big boss herself!"

"Oh man… do I have too?"

"Move it plant boy!" Gwen yelled out as she headed off, "You don't wanna get left behind!"

Given no other choice but to face the enemy in mortal combat, Ben (Wildvine) immediately dropped by the area to take care of the goons. The thugs were busy loading things up onto the van so they didn't take notice of him. "Umm… hello… uh… guys" when Ben spoke up, they quickly jerk their heads around to him, "Yeah… sorry to bother you but umm… can you not rob this place and leave peacefully?" it was probably the most pathetic way to persuade someone to stop doing a crime of some sort. The goons simply looked at each other for a moment before pointing their weapons at him. "Uh oh…"

As the boy moved his head down to cover, the seeds on his back immediately fell off towards the thugs, exploding upon impact. The destruction was enough to knock the whole gang down to the ground, lighting them out. "Uh… just for the record… that wasn't my fault" Ben remarked before moving away from the scene.

When Rojo saw that her gang had been wiped out, she decided to take this situation into her own hands. "Looks like you can't find good help anywhere these days" with the use of her nanotech suit, she blew up an entire building, causing fire to smoke her escape. As she searched through the store, she immediately found what she was looking for. "Aha! Found ya, ya little rascal" but before she could make her way back towards the van, Max once again appeared and gave her a mean punch right on the face, sending her to the ground.

"Usually, I'd put my own policy for never hurting a lady" the old man stated, "But for you I think I can make an exception!" and by the time the bandit princess stood up, he slammed an electronic device onto her body, sending her towards the wall. She's definitely gonna feel that in the morning. Right when Max realized that she had been decommissioned for a few minutes, he decided to investigate what the crazy lady wanted from an electronic store. The cash register hasn't been touched so they couldn't possibly be there for the money. He then noted that Rojo dropped something on the ground.

"A computer plug? What is she planning to do with this?" but before he could conjure up an answer, Rojo quickly sped up from her crashed position and pummel the man onto the battery corner. Once she had the plug in her hand, she quickly gave out a grin, "Sorry pops, didn't mean to hit you too hard. I'm just here to do a little shopping. Later old man!" she quickly rode onto the van, "Hit it!"

"But what about the others?" the driver asked. A few seconds later, Rojo kicked the guy out of the van and drove the vehicle herself.

But she wasn't getting away that easily. As the van was just about to make a turn, Ben quickly used his tentacle arms to hold the vehicle in position while at the same time using his legs to root himself to the ground. "Not so fast lady! You an't getting away that easily!"

"Sheesh, what are gardeners growing these days" Rojo quickly pulled out her laser gauntlet and fire it at the boy making him lose balance and lost control of his arms. And without his grip on the van, Rojo managed to do her getaway.

**(Time skip 10 minutes later)**

Right after that skirmish on the streets of the city the Tennysons once again boarded on Maxwell's high-tech RV to follow Rojo. But unfortunately they didn't exactly know where she was going to strike next. When the authorities arrived on the scene, all of Rojo's men were arrested and rehabilitated in the prison detention center until they can be transferred to a maximum security complex. As they continue to drive through the empty city streets to avoid attention, Max decided to put the RV on auto pilot so that he could discuss with the team for their next move.

"What did Rojo steal from that store?" Gwen asked as she rubbed the back of her aching head. "First the fair now the electronic area? It doesn't make any sense"

"Me neither" Max answered, "She only stole a couple of plugs from the store and a few computer circuits. But I'm sure she's still not far off her usual money hungry agenda"

The gang quickly got into brain storming mode to try and decipher the mind of a criminal. They thought harder and harder but nothing seemed to come up. There were about four or five banks here in Bellwood city and they couldn't be in all of them when she strikes.

But surprisingly, Ben had the answer, "Maybe she's not aiming for the money itself" he explained which caught the attention of the other members of the family, "You said that she was the kind who always go for the big target right. (nod) Well, if I had been robbing banks and cars for the past few months, I would probably do something unexpected. Besides… now that all of her minions were arrested she's gonna have to plan it all out solo. (pause) I got it!" he snapped his fingers together as a light bulb appeared on his head, "There's a charity party happening today at the town hall for the new hospital. Every rich guy in town will be there to put a pay check on the list on the slot"

"The amount could reach over the top!" Gwen said in amazement, "Great thinking Ben! (long and awkward pause) Whoa… those were the three words I never thought I'd say"

"We should head over there and stop Rojo at all cost" but just as Max was about to head out towards the driver's seat, Ben yelled out. "What?! Are you crazy? I nearly died trying to stop that creep from getting away! I an't going to face her again. Can't we just tell the cops where she's gonna attack next? Isn't it their job to beat the bad guys? Why does it have to be us?" the boy did have a point though. It wasn't exactly their job to fight against evil. In fact, they could just decide to let the cops do all the work. So why were they doing this in the first place? Maybe it was because they've been battling against monsters and aliens for so long that it had already been a routine for them.

"It's not like we can decide to do or not to do it Ben" Max 'metaphorized' him, "We have the power to stop her and that's good enough for me"

"(sigh) Fine… but if I have a feeling I am not going to like this one bit"

Listening the boy whining about saving the world again and again and again was really getting on their nerves. The kid may be smart, kind and unselfish but he was just a plain coward when it comes to combat.

"Ughh!" Gwen groaned annoyingly at him, "I can't believe I'm gonna say this… but I'm actually wishing that the old Ben was here. He may have been a loser but at least he wasn't a coward when he faced someone"

The boy simply groaned back pouting off his lips.

**(Time skip 2 hours) (Town hall)**

As the Tennysons made their way towards the town hall, they soon discovered that several barricades and road blocks had been made to keep up the traffic. With all of the rich people coming in at the town hall charity party it was only natural the police kept security tight around the perimeter. But even if the wall around the area should be strong, the party itself was a weakness. If a bandit like Rojo should be able to sneak into the party, she would be able to wreck havoc without worrying about the police. She would have the entire party and its participants under complete control.

As the party went under way a round of applause were made when the city mayor came up to the pedestal to give his speech. "Ladies and gentlemen of the board" he began, "Friends and faculties… I thank you all for coming to this delightful charity party. I'm sure you all know that…" while the mayor's speech was underway, the audience began to gather and put in large amount of checks in the charity box.

Everyone in that party expected to have a good time, dancing, eating and listening to a couple songs from the DJ. But little did they know that they were about to get a surprise visit from Rojo. In fact… she was already there, but they just didn't know where she was or what her true intentions were.

In the crowd, she was disguised as a bodyguard of some sort. With her tux covering the majority of her battle armor, and the shades covering her eyes she could easily slip pass security with great ease.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Back outside, Max was having a hard time just getting the RV through the traffic. The traffic police weren't exactly making things easy and there was probably a good reason why. Every vehicle pass through this checkpoint was searched from top to bottom and they couldn't possibly wait for that until Rojo makes off with the money.

"Come on… come on" Max groaned as he honked the horn for the next car to go in. "Ugh… Rojo will probably be gone with the money before we're even through here" he then turn to his grandkids, "Looks like you two will have to go on ahead. We can't let Rojo ruin that charity party"

"But it's so far away!" Ben whined.

But Gwen didn't have the patience or the time to listen to his whining. "Come on twinkle toes, here…" she quickly began tinkering with the Omnitrix and with a press of a button, Ben quickly turned into XLR8 the speed devil alien.

"Great… so what does this guy do?"

"Let's just say he's faster than a car" Gwen muttered before pulling the boy outside to the streets. It was a good thing everyone was paying attention to the city streets or else they would've budged their eyes out when they saw an alien coming out of an RV. "Ok… the town hall should just be straight ahead from this road. If you just keep running straight, we should be able to get pass the blockades without any riff raft. You ready for this?"

"Will you take 'no' for an answer?"

"Good enough. Let's ride!" Gwen quickly grabbed onto the Ben's back and held on tight. The boy let out a groan before going, "Oh boy… I just hope I was wrong about this!" and with the speed faster than sound itself, Ben flashed through the city streets without anyone being able to see him. Thanks to the cars being locked up in a tight formation, he didn't have to worry about bumping onto one of them. And with the human poor photographical sights, no one was able to spot Ben as he passed through them. Even the security cameras couldn't possibly pick up the speed and visual of XLR8.

"Just how fast can I go with these legs of mine!?" Ben yelled out.

"Fast enough to take us there!" Gwen yelled back holding tighter around the boy's neck.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Back at the party, the mayor had just finished his speech the crowd quickly gave out an applause as he joined up with the other political friends on the table. As the music continued throughout the day, Rojo, decided to make her move.

There were still too many guards around the area for her to take on, so she had to clean house… slowly… one by one. With her stun ray she was able to knock out two lookout guards on top of a building and send them off to dream ville in a matter of seconds. The guards that were on patrol were also easily taken out. Seeing that they couldn't recognize her in her disguise she was able to take out more than half the local security force in just ten minutes.

"Tch… this is almost too easy" she said to herself before turning towards the mayor's dining table. The hardest part of the heist would probably be the mayor's bodyguards since they wouldn't leave his side no matter what. But of course Rojo had a plan for that too.

As the mayor and his colleagues were busy chatting randomly generated topics that flew by, Rojo approached him and whispered to his ears. "Excuse me Mr. Mayor, but you have an important call on the table"

But the mayor simply waved it off, "A phone call for me? Well just tell whoever it is to call back later. I'm currently attending to my guests"

"Sir… the president is on the line" this made the mayor's eyes jolt out with surprise. "He's on a secure line sir. No need to worry"

"Really? Well… ok… then" he then turned to his guests and bowed politely, "Excuse me my friends, but I have an important call that needs my attention. I will be back in a couple of minutes" as he approach the phone booth in the area, Ben and Gwen soon arrived on scene.

Luckily, they didn't catch a lot of attention for now since everyone was so busy talking and listening to the music. "Ok… we're here… but where's Mojo?"

Gwen quickly scanned the area for the said villain and quickly spotted her near the mayor's table. She was just about to hit him with a stun shot and none of his bodyguards could see it. "There she is!" she yelled out which caught the attention of the whole crowd. "Mayor, look out behind you!"

"Wha…?" just when the mayor turned to the person who called out his name, Rojo quickly moved in and put the guy in a hostage situation. "Alright everyone, nobody moves!" the crime boss ordered. And before the mayor's bodyguards could pull out their weapons, Rojo gave them a stun shot which undoubtedly knocked them out for the day. "I said nobody move! I'm taking this old man and making my big getaway!"

The crowd quickly backed off the area and gave the criminal some room to breathe in. With half the guards taken out and reinforcements still an hour away, the bandit queen had plenty of time to steal whatever cash they had in store. As she drew closer towards the cash box, she quickly grew out a grin. "Alright old man, open the safe!" the mayor quickly unlocked the box and moved away from it. At first, Rojo was expecting a lot of green cash, but what she didn't expect was that everything in the box were all just check slips. "What the heck is this!?"

"Maybe you haven't noticed Rojo" Gwen began, "But rich people don't exactly carry cash with them!" with a quick cast of her spell, Gwen pulled out a wine bottle from the table and sent it flying onto her face. "Ben! Now!" with Rojo busy wiping the liquor off her face, Ben quickly took the opportunity and grabbed the mayor away.

"You ok mayor?" Ben (XLR8) checked the old man's condition if he was hurt anywhere. The man just fluffed his suit and smiled, "I'm alright… just don't let that woman get away!"

"That's it punks!" Rojo yelled angrily, "If you wanna play rough, I can play rough!" she then activated her flame throwers and began burning everything in sight. The tables and plastic sheets easily caught on fire, making a wall of smoke, covering the entire area. "Let's see how you like the heat turned on!"

"Ben, get the mayor and the others out of here. I'll keep Rojo busy!" Gwen quickly fired out a lightning bolt off her hands and battled it against Rojo. But thanks to her battle armor, she was able to withstand against it.

Ben gladly complied with her orders and quickly began evacuating the people out of the area. "Man… being a hero is tougher than it looks on TV" he mumbled before grabbing the mayor and his bodyguards out of the area. After making sure the majority of the civilians were taken care of, Ben quickly turned back and noticed that a group of people were trapped in a circle of fire. "Oh great… more people to rescue" he grumbled before dousing the fire off with his lightning fast reflexes. "Ok you guys, come on! The exit's over there!" he gestured to the group of cops helping the civilians out.

"Thanks… mister… alien… guy" said one of the rescue-ees to Ben.

And without another word, Ben quickly rushed back to help Ben fight against Rojo who seemed to be having a difficult time just evening up the odds. "Shouldn't kids like you be in school!?" Rojo mocked as she fired another shot of her laser beams at Gwen.

"Sorry, but it's Saturday" Gwen shot back, "I was supposed to have a normal weekend with grandpa and Ben, but noooo… you just had to come up here and cause chaos and mayhem throughout the city! And I was just enjoying my time with the new Ben!"

"Well sorry princess, but crime doesn't take a break during the weekends" the criminal quickly pulled out her flame thrower and began torching what was left of the place. "Sorry kid, but I don't think black and white suits my color. And this place is already getting too hot for me" but just before she could take another step away, Gwen quickly cast a telekinetic spell on several bottles of soda and sent it right at her. "Ok kid… I've had it! Let's roll!"

The two of them quickly began exchanging fire with one another, creating a small battlefield right there on the center. The two of them were equally match for futuristic fire power and magic so now it turned to be a battle between stamina. A single wrong move could spell disaster for either of them.

After a few minutes later, it soon became obvious that this battle had no winner. They were just simply too much at odds with each other they would just collapse over exhaustion.

But just when things were going well, Gwen suddenly noted two couples hiding under a table. Rojo saw this too and knew that a do-gooder couldn't possibly resist such a rescue. She torched the table that the couples were hiding and fired a powerful laser beam at Gwen. If her predicament was right, the girl would use one hand to help the duo leaving herself unprotected.

"Look out!" and she was right. Gwen quickly blew away the table with her magic and opened herself for an attack. "Hehehe… you good guys are so easy to trick nowadays" Rojo remarked before firing off a stun laser at Gwen, knocking her out of battle.

When Ben (XLR8) saw this, his eyes widened with horror, "Gwen!" he quickly dashed off before she fell to the ground. "Gwen, are you alright? (groan)"

"Looks like you lose, little boy!" Rojo again aimed her weapon at Ben, preparing to end this battle once and for all. Who knows, she might even become even more famous when the world knows that she was the one who destroyed the alien hero Ben Tennyson. "Any last request?" she mocked him as she charged up her weapon.

As Ben looked at Gwen's aching face he realized that this must've all been his fault. If he still had his memories, this would never have happened. He would've pulverized Rojo back in the country fair and sent her right back into prison a long time ago! As these thoughts continued to course through his head, he could hear one phrase repeating at the back of his brain, going over and over again.

'**The only one that needs to fight is me… and me alone!'**

In a rare sight of anger, Ben used his lightning fast reflexes to whack Rojo right on the face, sending her right towards the charity box. You could already see the boy gritting his teeth like a saw mill and his claws sharpening against the ground. If you look at him now, he would really resemble a guy who was ticked off beyond all reasons. "I may not be able to remember how to fight… but if there's one thing I can remember…… it'll be this phrase……" he groaned out, looking at the bandit queen with eyes that would've put fear in the center of her heart. _**"NO ONE HURTS MY FAMILY!!"**_ the tone of his voice changed like that of a demon, scaring away every animal within a fifty mile radius. His anger was so severe and sudden that even Rojo was thinking 'what did I get myself into?'

With that said, the boy quickly began giving the girl the works. The usual kicking, punching and smashing onto other objects that was breakable or unbreakable. But Rojo wasn't gonna go down without a fight.

"You want a piece of me kid? Well come and get it!" the bandit queen shot out another dozen of her missile packs at him, but Ben simply knocked them back using his tail. "Uh… oh… this doesn't look so good…" and one tink of the pointy explosive arrows.

BOOM!

Rojo's armor got obliterated into a million pieces, leaving nothing but the clothes on her back and the helmet on her head. As she sat there lying on the floor with her head on the rubble, Ben approached her triumphantly with a smirk on his lips, "That'll teach you for messing with my cousin" and with that he walked towards Gwen who had just came back conscious. "You ok?" he asked.

The girl simply smiled back him, "Yeah… nothing too serious" she then saw the mess behind him and Rojo at the center of it all. "Wow… I guess you really can be a bit of both Bens" she jest at him with a chuckle.

Hearing this, Ben immediately let out a small sigh of relief, "Come on, let's go find grandpa" he then carried her on his arms like a paper weight, "After this I'm buying you guys a drink"

But then Rojo suddenly appeared with a chunk of her armor using as a club in her hand. "HAA!!" but before the criminal could smash the boy and his cousin, the mayor of Bellwood city appeared and whacked the girl with one of those portable chairs right on the head. "And that's for ruining my party!" he finalize his remark before turning to the heroes who saved him. "Thank you uhh… alien guy for saving me and my friends from that bandit lady. On behalf of Bellwood city, I thank you"

"No problem. But wow… Mr. Mayor, you rock!" Ben regarded, "You'll definitely get my vote when I'm older"

"Only returning the favor son. No need to think about it" he replied with a wide open smile, "But an extra vote would be nice though. If you ever need anything, give me a call and I'll set you guys a parade if you want"

"No thanks…" Ben declined, "How about you just say that you never saw us and we'll call it even?"

"A strange offer… but I think we could work something out of it" and with one final farewell shake the mayor quickly left the scene. Immediately after that the Omnitrix symbol on the boy's chest began to glow red, and soon he was back to his human self.

"Well… I guess the timing couldn't have been better" he quickly put Gwen down after realizing how heavy she actually was. "You ok?"

"I'll be fine" she replied cheerfully, "I'm just glad that you're back to your old self again"

"Not exactly" he stated back, "I just remembered a single phrase at the back of my head. Who knows, I might just be like this for the rest of my life"

"Being both brave and smart?" Gwen jested, "I think I'm going to like the new Ben Tennyson. Come on, let's get back to grandpa. I'm sure he's worried about us"

But just when Ben took a step forward, he suddenly slipped on some water that was carelessly splattered all over the floor and fell, hitting his head on the metal chair that the mayor used to knock out Rojo.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

**Epilogue……**

"Ohh… my head" that was the sound of Ben groaning as he regained conscious back in the RV. When he woke up, his eyes quickly refocused onto the ceiling, he quickly noted his grandfather and Gwen sitting right beside him. "Hey sport" the old called him, "How are you feeling?"

"Like I just hit my head with a metal pipe or something" Ben replied as he stood up, "Man… that last whack must've really messed up my systems. I feel like my brain just got scrambled. What happened?" but as he looked at them, he noticed that they were giving him an awkward stare. "More importantly… why are you guys looking at me like that?"

"Do you…" Max began, "Remember anything?"

"Duh… I was chasing bad guys and then one of them whacked me with a club. What's not to remember" he tilted his head questioningly at them. "And why is it, I know how to multiply basic fraction with division formulas?"

Gwen turned her eyes towards Max with the look that says, 'Please give me some good news' "Grandpa… you don't think"

"Yup" he nodded, "Split personality. I guess another blow in the head must've turned him back to old Ben"

"Old Ben?" the boy questioned again, "What do you mean by old Ben?"

"It's a long story" Max answered, "Let's just say we had quite a strange day. But it's great to have you back sport"

"So, do you think he'll stay as the old Ben permanently?" Gwen questioned. To which Max shook his head in reply, "No I don't think so. It's possible that another whack in the head might just revert him back to that other Ben. But I think it's best that we leave the boy for now. Things will be just how they used to be"

But just as Max returned to the driver's seat and Ben back on his bed, he suddenly noticed Gwen with a certain creepy grin on his lips. But more importantly… she was carrying a metal pipe on her hand, "Uh… Gwen… what are you doing with that pipe?"

"Hold still Ben…" she said cuddily, "This won't hurt a bit"

WHAM!

"Ahhh! (whack!) What do you think you're doing!? (Hold still!) No way! Grandpa! (whack!) Gwen's gone mad! (whack!) (I am not!) Ahh! She's possessed! Going hero! (whack!) (turns to Wildmutt)"

The last thing that could be heard from the RV that day, was the sound of Maxwell sighing, "Yup… just like they used to be…"

**End of episode………**


	15. EP 5 P1

Episode 5: A Middle Aged Rumble

**Episode 5: A Middle Aged Rumble!**

Summary: A medieval festival has come to the city of Bellwood and Ben and Gwen are part of it. While both of them are dressed in wonderful costumes, they soon found out that they are partners for a dance! After trying to find a way out of this situation, the Forever Knights, led by the Forever King (Driscoll) comes in to retrieve the sword Excalibur which is supposedly buried right beneath the castle. Unable to fight the Forever Knight army that aided the search, Ben calls up two ex-wrestling partners to help him even up the odds. But will they be able to stop the Forever Knights from completing their plan?

**Chapter 1: Reliving The Past**

**(Bellwood national park)**

If you were here today in Bellwood park, you would get the feeling that the time line has somewhat intertwined with each other. That the cosmic balance has been interrupted and the flow of time had been altered by some guy who went into the past and messed up history bringing technology of the future to the past. Well I guess your feelings weren't exactly far off.

Tell me, when you see a knight in shining armor sending a princess to her castle, what does he usually ride on? A white stallion with a saddle, a chariot with a valet? Nope… today… modern teenage knights ride chopper bikes to their destination with their sweet hearts. Who need horse power when you can have sixteen horsepower in one ride? Golden chariots? Ha! Those things with wheels have been replaced with jeeps and trucks, capable to taking a much larger crowd and carry a lot more supplies to their destination.

Usually during the middle ages the nobility would hirer fanners to keep them from sweating. But you can give those guys their last paycheck your majesty cuz technology is here to save the day! Need to cool down during a hot summer heat? Get an electric fan or an air-conditioned car to give that winter breeze.

Ahem…

Anyway… back to the story.

xxxxxxxxxxxxxxxxxxxxxxxxxxxx

For the first time in months, Max and Gwen were about to see the unnatural, the unbelievable, the extraordinary. For the first time in months a miracle has happened. For the first time in history six twins were born! You wish to know why?! Because for once in many months that had passed… these two were finally gonna get to see Ben in a new outfit! For too long had the boy remained the same clothes that he wore since summer vacation. For too long had they seen the black and white stripes on his T-shirt and for too long has he been wearing those long bagged pants for the past three months of summer.

"Ben, are you ready yet?" Max called out wearing his traditional medieval style blacksmith clothing. His clothes were a variety of a white inner shirt that extended right below his waist, a brown apron, leather cap and pants and the usual leather gloves. He also had a belt under his apron to keep his pants from falling down.

"Umm… not exactly" yelled Ben from the toilet room of the RV. "Is this thing supposed to be my pants or something?"

"The one in green goes on top and the blue one goes on your legs" Max instructed. There was a short pause for a moment before Ben finally said, "Oh…… uh… I knew that"

"Give it a rest grandpa" Gwen snickered as she came out in her pink princess attire. "It's gonna take a miracle just to get his shirt changed"

"I heard that!" Ben yelled out.

Gwen's attire was a pink dress with flower petals decorated on the edges and leafy long sleeves. She was a mid high heel on her feet and of course no middle age princess was complete without her royal long cone hat with a bow tie up top.

After a couple of minutes later, Ben finally exited the toilet room wearing a bard costume. "Well now… who looks like the young prince?" Max commented even though he didn't know it wasn't exactly a prince costume.

"Ugh… do I have to wear this, just to get into the fair?" the boy whined as he loosened up his neck brace. Instead of that raggedy old black and white T-shirt, he was now wearing a puffy green shirt with buttons just by the neck, along with puffy shoulder sides. He most out righteously refused to wear blue puffy shorts but he didn't mind the feathered hat. For some reason… he did look a lot better than in his old clothes.

"Sorry sport" Max apologized, "It was the only one I could find. They didn't have many in your size. I was lucky enough to find one for Gwen though"

"Couldn't you find something that was way cooler?" the boy asked, "A suit of armor maybe… or something with a cape?"

"You can always put in the jesters costume" Max replied holding a child size jester costume complete with silly bells on top and a maraca as props for when he plays on the field. With one look at that thing, Ben immediately realized that he was already lucky just wearing that thing. "I'll take this costume…" he groaned finally.

**(Opening theme)**

Once the trio had finished changing into their more 'respective' attires, they immediately exited the RV and entered the park where thousands of tourists and attraction were going around. Tents of different size and colors littered the area with decorations of all sorts of medieval style. Everything from the middle ages can be found there. There were sword fighting, jousting contest, archery and horseback riding for those who seek thrill in competition. For those who are not into violence can take up on more… civilized competition like painting and twelve different kinds of eating contests that were held in the food court.

The fair ground was practically teaming with entertainers that were both experienced in what they did best. There were jesters telling jokes, acrobatics doing stunts and magician doing tricks along the streets. But of course with this many people, comes security. Police officers disguised as guides hid in many places along the intersections keeping an eye out for those no do gooders who are bound to take this fair as an opportunity to make themselves wealthy or infamous.

But just as Ben, Gwen and Max head throughout the fair, they began to observe all the other shops scattered around them, "Wow… this place has everything" Max stated as he looked around at the many attractions. "This is something you don't get to see everyday"

"Actually, I get to see this every time in Gallows and Goblins" Ben replied scratching his neck piece, "Ugh… how do kids in the olden days wear this!? They must've learned not to breathe for 10 minutes or something!" annoyed by the collar's tight grip on his throat, Ben decided to loosen it up by ripping the zip off with his bear hands. "Ahh… much better"

"Well… so much for rental" Max muttered before he caught sight of the blacksmith, "Oooh a blacksmith!" it was a mystery why such an old way of metal smithing interested the old man. What could possibly be so interesting in hitting metal plates over and over again, heat it and cool it down with cold water? I don't know.

"What's so cool about the smith?" Ben remarked, "Man… why do I even have to be here anyway?! I should be watching the movies down by the mall or out shopping for a new video game! Why did my parents have to leave for some old friend's anniversary!?"

"Well at least your reason is better than mine" Gwen replied, "My older brother got straight As in his exams and so they're taking him to the beach for the weekend" she then noticed that Ben was giving her the odd and awkward stare again. "Wait a minute… since when did you have a brother?" he asked which was only replied with a groan from her.

As they return to Max's side, they noticed that he was taking smithing instructions from an old horseshoe maker. "Hey kids" he called to them, "Wanna learn how to make horseshoes? This man here is offering me a free lesson"

"Sorry but we're under the child labor laws" Gwen commented before going out, Ben quickly followed, not wanting to be dragged by such a job.

"Well that's fine with me" Max replied, "Why don't you two head onto the center? I'm sure there's something there that you kids would like. We'll meet back at the RV for dinner. Keep your communicons with you, ok?"

"Yes grandpa" they replied in unison before turning their attention towards the fair. There were really a lot of things to do here in the fairground, but so little time to do them. So since they were unable to decide which to do first, they decided to travel together to see which competition they would want to join up first.

The road around the fair was as dirty as it was during the middle ages. The road was full of mud and luckily, the rats that were on the ground were just decorations……… or were they? Who knows? Everywhere you step, you could help but say the same phrase in your head over and over and over again. 'I got mud on my shoe'

"Ugh… man… can this place get anymore boring than this?" Ben groaned. It was probably a new record too. He hasn't complained about the place for a whole five minutes now.

"Come on Ben" Gwen sighed back to him, "At least appreciate the work around you. This is probably the most realistic setting of the middle ages you're ever going to see! Even you should know that"

"Oh yeah… sure… realistic" Ben moaned as he gestured towards the new batch of people coming through the main entrance. Most of them were teenagers and they all had costumes of noblemen and knights in armor. "Knights in shining armor riding on a convertible…" Ben groaned before pointing towards the witch's shop which sells candies and cakes. "Witches using a modern day stove" and finally he turned towards a bunch of gossip girls wearing princess attires just like Gwen holding cell phones up their ears. "And old day princesses talking on cell phones. Yup… this is probably the most realistic middle age theme park in the world"

The boy did have a point though. With everyone here using technology from the 19-21st century, the middle ages here was nothing. There were barely any swords and spears around here either! The only real weapons you'll ever gonna see around here would be the competition area and the theater play which earned quite a reputation for some reason. Only toy swords and plugged bolted arrows were seen around these parts and even they were rare to find.

As Ben moved up towards the other areas along with Gwen, he suddenly noticed a sign board with a large picture of a chubby man holding a spoon up his mouth. "Sloppy Joe all you can eat. Be the last eater standing and win the silver trophy and two free tickets to an all you can eat buffet at the palace! HA! I'm in!"

"Hold it dweeb!" Gwen stopped him, "There's no way you can match against those guys. They've probably had years of practice. You'll just get yourself sick"

But Ben simply waved it off, "Oh please. If I can handle grandpa's meatloaf, I think my stomach can handle a little slop. Besides, I even had a light breakfast today"

And before Gwen knew it, the boy had already signed up for the competition.

**(Conveniently hidden trailer)**

The Forever Knights, an organization that had been founded during the middle ages. An organization where a group of selected few hides away from the rest of society to fight against the atrocity of the off worlders. They are a group of knights led by a man who they call the Forever King, an ex-Plumber known as Driscoll just like Max but went on the 'dark side' if you know what I mean. For generations they have been taking technology from aliens and replicating it to their own use. Their level of technology was equally match to the Plumbers, and even though their goals were the same, their methods were not.

They wanted to protect mankind from alien evil but in doing so, they had to hurt the very people they had sworn to protect. I guess the old saying 'we must destroy it in order to protect it' really does apply to their logic. But the bigger question was…… what did they want this time?

"Status report…" the Forever King ordered to his lowly minions. The two knights on the radio quickly flipped his head phones away before turning to his master, "Everything is going just as planned my lord" he began, "But due to the presence on the field, we cannot triangulate the location of the sword"

"Then send in the knights to plant cosmetic polls around the area" Driscoll commanded, "We cannot allow this opportunity to slip off our grasp. I want it done… now"

"Yes my lord!" the knight quickly got back to his post and alerted several of the agents that were on the field of their new mission. "Alright… if we put the cosmetic polls here, here… and here… we should…"

"Wait!" the Forever King interrupted, "Go back on that channel…" the minion gladly complied and returned to the last two channels on the screen. And to his luck, it was pointing directly at the blacksmith shop where Maxwell was learning how to make horseshoes. "Well well well…" the Forever King smirked under his adamantium helmet, "If it isn't my old comrade… Maxwell. That could only mean that the Tennyson boy is here as well. An unforeseen hindrance…" he hissed their names venomously, "No matter. This only adds up to our plans. Plant the cosmetic polls as planed but avoid the Tennysons at all cost. We've had enough interference for one day"

"But… my lord…" the minion stated a little worried, "What if they should decide to interrupt our plans?"

"A good point………" the Forever King knew that the Teynnsons had a tendency to interfere with his plans. If they hindered his plan once they'll probably do it again, "Have a cohort of my knights ready… just in case if things should get… ugly. Besides… the one with the Omnitrix is not to be underestimated"

**(Back at the fair ground) (Sloppy Joe eating contest)**

"Knights, nobles and ladies!" the commentator spoke up through the microphone which was attached to some serious sound amplifying systems. "Welcome to the Camelot state fair sloppy Joe eating contest! (cheers) As you all know, we have a total of six contestants today. You all probably know the rules, but for the sake of the newcomers, I'll explain" he then gestured to some of the guys on the long table with sloppy Joe in large plates everywhere. "All of you eaters will be eating these foods until none of you are able. Each plate is worth one point and you only have a minute break after each plate! If you stop eating for any other reasons, you will be immediately disqualified from the round. If you are unable to eat anymore, you may raise your hand and we'll take you out"

While Ben was on the table with a smirk on his face, he noticed Gwen on the stands looking at him with an annoyed look on her face. "A game where people eat until you drop (sigh) Ben was right, this place is very 'realistic' hmm…" she groaned as she starred at all of the 'healthy' looking people. As she looked at those chubby guys with big guts, she couldn't but wonder how much they could weigh. One of them that looked like a sumo wrestler almost looked like he could weigh a ton or more.

"And remember folks, the winner of this contest gets the silver glutton trophy and two tickets to palace buffet tomorrow! May the best eater wins!"

"This is going to be too easy" Ben remarked before turning to his other opponents, "Bring on the Joe!"

But then suddenly, a familiar voice came up his ears, "Ben?" the boy turned around and noted that it was none other than Gaterboy and Porcupine, the two ex-wrestlers that he met during the summer. "Is that… you?"

"Porcupine? Gaterboy!?" Ben replied knowing full well who they were. It wasn't exactly easy to forget two mutant teens. You don't exactly get to see them in these parts of town every now and then.

"Hey! I didn't know you were here" Gaterboy waved at him. The two brothers were no longer wearing their wrestling attire. Instead, they have been replaced with farmer wears which included a long brown apron and suspenders. "You like eating sloppy Joe too?"

"A little" Ben replied a little surprised to see them as well, "So what are you guys doing here? You're not in some kind of gang problem and they're forcing you to participate in this eating contest, are you?"

But Porcupine simply chuckled back, "No. Our mama told us we needed to get out of the farm a bit more and socialize with the locals, you know. Besides… no one here could tell if we're even wearing costumes"

"And the eating contests here are just for bonuses" Gaterboy added, slurping his lips as he saw all the food that was soon to come his way.

"Well you guys can kiss your stomach goodbye cuz I'm gonna win this one" Ben punched his chest to gesture that he had the stomach as hard as steel. "I was champ of sloppy Joe back in my school three years running"

"HA! Fourarms may have beaten us during that wrestling match. But when it comes to eating, we're second to none! Right bro?" but Gaterboy was simply too focused on the food to reply. He just wanted to referee to start the match already. Watching food getting cold wasn't exactly a happy sight for the professional eaters.

"Eaters… get ready! (pause) And……… begin!"

The moment the commentator announced the start of the match, Ben, Gaterboy and Porcupine quickly dove into their meals and began eating like some crazy pigs that hasn't been fed for days. By the time they finished with the first plate, they were still hungry.

"And look at them go ladies and gentlemen!" the commentator announced, "Looks like the newcomer Benjamin Tennyson is off to a good start with one point in just twenty seconds. That's got to be some kind of new record!" the audience quickly began cheering, shouting the same word over and over again. 'Eat eat eat eat eat eat!!' they chanted.

After a few minutes had gone by the points of each eater have gone up dramatically. Chunks of food were being gutted down one by one and plates were being emptied faster than the Rust Bucket using rocket booster to drive from here to the department store. The eating went on and on and on and no one seemed to be holding anything back. Ben was taking his time gluttoning himself on his ninth plate while others were still in their fifth or fourth. As he looked around, he saw only two people who he had to look out for other than Gaterboy and Porcupine.

The one on his left was definitely an excellent eater. Though he wasn't big or chubby, Ben knows that his stomach might just prove a match for him. Another was the one on his right. A large man who probably eats in his sleeps if he was given the chance. The guy was so huge that the chair he was sitting on just seemed to have vanished under all that lard (no offense to those who are large)

After another two or three minutes, the first skinny man in the contest burped out his last Joe and raised his hand up to signal his surrender. "And it looks like we have our first full contestant" the commentator announced, "Let's give him a round of applause for a job well eater ladies and gentlemen" the crowd cheered and clapped for him as the man exited the stage.

As time flew by slowly like the wind in the air, some of the people began to grow sick of the people eating there. Almost half an hour had already passed and Ben still kept the lead with more than fifty points. Time and time again, one or more contestants would raise their hands in defeat. One had already barfed out his food which made the audience felt a wee bit nauseous. The sight of all that gross food mixed with acid gut was some of the worst sight anyone would ever see.

But this didn't bother Ben at all. With his stomach of steel, he was able to withstand against anything that is gross and still be able to eat without a problem. However… his monstrous appetite did not go unnoticed. After gobbling down one plate after another with ease, the remaining contestants looked at him in amazement. He was already down to his fifty-fifth plate and still he didn't look like he was in trouble at all. Heck, some even began to think that the boy wasn't even human. Little did those people know that they weren't really that far off the mark.

But just as the meal was getting good, Porcupine suddenly felt his stomach began to tingle a little bit. "Oh… I… I don't feel so good" as the rumble on his tummy continued, he held a barf on his mouth and went towards the backstage to let it all out.

"That's it! Porcupine is disqualified!" the commentator announced.

It wasn't long then till Gaterboy followed suit, "Oh… I think that already hit the spot" and with that he raised his hand in surrender.

Seeing that the other contestants weren't giving up to their painful stomach aches, even though they were far behind, Ben decided to go on the gross factor to finish this match quickly so that he could claim his prize. After chomping his last bite to size, the boy stuck out his tongue and flapped the Joe around; making it some of the most disgusting thing anyone has ever seen.

With just one look the last remaining eaters gulped down their last meal and raised their hands in defeat. Not only did Ben make them sick to their stomach, he also made the crowd lose their appetite as well.

"Ugh…" the commentator groaned to his stomach even though he didn't eat anything, "Well umm… ladies and gentlemen, it looks like that's all! The winner of this round's sloppy Joe eating contest is newcomer… Benjamin Tennyson! Please give him and his iron stomach a round of applause!" the crowd gladly complied but most of them were still grossed out by that last act.

"Yeah!" Ben cheered out after gulping down the last plate. "Who's the king? Yeah that's right! Me!"

After the boy had been given his prized trophy which was smaller than he expected and the two tickets, several of the audience had to call it quits and head back home because there was something wrong with their stomachs.

"Nice chow-down-show-down Ben" Porcupine congratulated him, "Looks like you beat us at our own game"

"You got quite an appetite for a little guy" Gaterboy added with a smirk. "Your stomach must be made out of steal or something"

"Hmm… close enough" Ben answered with a grin. "So what are you guys gonna do next? Hit the restaurant? How about the game booths?"

But the two brothers had to politely decline, "Sorry Ben" Porcupine answered, "But we promised our mama to be home before lunch time. Maybe some other time. (walk away) Oh and if you ever see Fourarms, tell him we said hi" and with that they walked off towards their mama's farm at the other side of the main road.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"A trophy for me and two tickets for tomorrow's buffet. What more could you want?" Ben cheered as he wiped his face with a face towel. He was still wearing his ridiculous costume but didn't mind it anymore. As long as he gets to enjoy the festivities offered here he was going to have a blast, "I wonder if they got any burgers or spaghetti in the buffet"

"You just ate five hundred pounds worth of sloppy Joe and you're still thinking about food?" Gwen groaned, "Just what is your stomach made of anyway?"

"Now that would be telling" Ben replied licking what's left of the Joes stuck on his fingers. "Hey, if I'm fast enough, I might still be able to join that cheese eating competition over by that corner"

"Ugh… forgive me if I don't follow you to your quest on an exploding stomach" Gwen said sarcastically rubbing her aching stomach, "Just seeing you stuffed your face back at that last one just makes me wanna hurl. Why don't we try out something I want to do?"

"Alright fine" Ben submitted in defeat, "But if it has anything to do with poem reading, I'll be crisscrossing through the states on my bear feet"

Just as they began to cross through the fairgrounds meeting many more oddly dressed people, Gwen suddenly noticed flyers being handed out by a court jester. She gladly took one and scanned its contents. "Hey!" she yelled out loud, "There's a play of King Arthur happening in the theater in fifteen minutes. Let's go and see it! It'll be fun"

"Oh great… how many times have I heard that story?" Ben once again groaned as he held his trophy in his arms, "It's all the same thing… over and over again. The kid pulls the sword out a stone, builds Camelot blah blah blah, gets the Holy Grail blah blah blah, and dies in the last battle. Same old same old"

"Well at least they're going to have a reenactment of the last battle at the festival square tomorrow" Gwen added, reading the rest of its contents. "Come on… even just a little act of culture can't kill you"

"Alright fine. It's not like I have anything better to do anyway" Ben grunted as he eventually followed her to the theater.

As expected, the place was jam packed with people. The ten row benches were already half full and the show hasn't even started yet. Luckily, Ben and Gwen were able to score some front row seats which were surprisingly unclaimed for some reason. It was good since their height wouldn't be able to see anything from the back rows.

But as the seats slowly began filling up, Ben soon noticed a salesman on the back selling hotdog and sodas. "Get'cha hotdogs here! Hotdogs here! Get them while they're hot!"

"Hey pops!" Ben waved back carrying some money on his hand, "I'll take two over here and make it spicy!" after he had done the transaction, the bell of the theater rung, signaling the beginning of the play.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Back at the other corner of the fairground, Max was smiling happily as he finished making the first few horseshoes he had learned from the blacksmith in the smithy. The guy back there was kind enough to make him a few examples and allowed the old man to work on the anvil for a couple of tries. Once he was able to create the perfect horseshoe, Max decided to keep his first great work as a trophy of his accomplishments. He made a few more as good luck charms for his grandkids.

"This is great" he said to himself, "I'll bet the kids would definitely love these. Nothing says gift like a good old homemade presents. I'd better give them a call to see where they are" he quickly pulled out his communicon to call his grandkids. But just as he dialed the numbers, a weird static sound began to originate from the gizmo. "Heh? Well that can't be right?" he tinkered with the device to see if it was broken. It was impossible for the machine to get no signal since the Plumber had their own satellite channel up in space. The only reason why the communicon wouldn't be working was either that it was broken or a really powerful jamming device was somewhere nearby. "Hmm… well, this is certainly unexpected"

But just as he was moving through the dirt road of the fairground, he suddenly bumped onto a dark hooded figure wearing a hood and everything. If one would look at him, the guy would immediately pass as criminal suspect number one. "Oh I'm sorry" Max apologized, "I wasn't looking where I was going and I…" but the hooded figure simply grunted and walked away, not even wanting to let Max finish his sentence, "Hmm… a lot of costumes nowadays…" the old Plumber veteran muttered before turning towards the jousting grounds. "Oh well… I'm sure whatever those are doing, I bet they're having fun"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

If Max meant fun like listening to old cheesy actors who barely knew what they were saying speaking in some old middle age terms with 'thus' and 'thou' then yes, it was fun. But for Ben it was probably the next thing closest to hell. The play was terrible that's the only term he could think of right at the moment. During the beginning of the play the twelve year old kid who pulled the sword out of the stone was probably the only good actor in the entire cast. He said his lines perfectly and with emotions. These other wannabes just didn't have what it takes to be in a play this good. Heck, the show would've actually hit universal with just a couple of kindergarteners!

"Oh man…" Ben groaned as he walked out the theater, "I can't believe I actually went through all that! It's a miracle my ears aren't bleeding" he flicked his ear bags a few times to see if the senses were still good.

"Oh come on" Gwen reasoned with him, "It wasn't really that bad… was it?" this was only replied with a 'are you kidding me?' look. "Ok, it was bad, but at least they'll have the battle redone tomorrow afternoon at the fairground"

"Guess their just trying to find more ways to humiliate themselves in front the huge crowd" and with that behind them, the two Tennysons continued their tour around the fairgrounds to see what other attraction would catch their attention. But just when they were minding their own business, Ben suddenly bumped onto another hooded figure similar to the one Max bumped onto a few minutes ago. "Ouch… hey watch where you're going" Ben grunted as he stood back up. But the man he bumped onto simply walked away not realizing that he dropped a stick down to the ground.

"Rude much" Gwen grumbled.

But when Ben saw the stick that he dropped, he knew that it had to be returned, "Hey old guy, you drop your… walking… stick?" but the moment he saw what the stick was made of… he knew that this wasn't something made in the fairgrounds. The stick that he thought that was made out of wood was actually made in steel and iron. There were several electronic lights beeping on the top edge of the stick and a small satellite dish planted at the head. But what caught Ben's attention the most, was the Plumber symbol that was located at the center of the handle.

"Is that some kind of walking stick?" Gwen inquired showing a little interest to the gizmo in the boy's hands.

"It's too short to be a walking stick" Ben answered, "And even if it is… it must be the most high-tech thing I've ever seen. Let's show this to grandpa. Maybe he can shed some light into this"


	16. EP 5 P2

Episode 5: A Middle Aged Rumble

**Episode 5: A Middle Aged Rumble**

**Chapter 2: Skirmish at Camelot**

After Ben and Gwen discovered the so called 'walking stick' from the man they bumped onto ten minutes ago, they immediately returned to the Rust Bucket to show it to Maxwell for him to analyze what it was. To say the least, the old man was quite curious on what a Plumber technology would be doing in a place like this. All the gizmos on it were indeed alien or top secret tech, but there was no purpose to it… was there?

"Hmm…" after Max finished analyzing what the stick was, he quickly turned his attention to his grandkids.

"So do you know what it is grandpa?" Ben asked out of curiosity's sake. The old man nodded and quickly began to explain, "It's a cosmetic poll" he gestured to the metal stick, "It was used back during the Plumbers were still in business. It was meant to triangulate the positions of a radar system, which makes it easy to track down hidden objects or aliens that had gone into hiding"

"A what?"

"It means, that thing… makes it easier for them to find whatever they were looking for" Gwen clarified for Ben's small intellect.

"Oh…… I knew that"

Gwen shook her head in depression but quickly turned back to face Max, "So what's a Plumber tech doing all the way here? Could a member of the Plumbers be staying here?"

"I don't think so" Max answered putting his hand on his chin, "This is an older model of our cosmetic polls. We haven't used one of these since the seventies and I doubt you can find one lying around in any Plumber bases around here. But just in case… I'll give Oswald a call and see if he knows anything about this. You kids stay out of trouble while I try to figure out what's going on" the two kids simply looked at each other and shrugged. As long as it wasn't their problem, they could care less about it.

**(Conveniently hidden trailer)**

The Forever King was not a patient man in times of waiting, that much his minion knows. Whenever someone told him to wait for a specific amount of time, he would wait that long, but when the deadline passes he hates extending it. "What is the delay on the triangulation on the sword?" Driscoll demanded from his knights. The one who had to answer shook nervously as he replied, "Umm… it appears that one of our agents seemed to have uh…… misplaced one of the cosmetic polls my lord. But do not worry!" he said hastily, "We are currently replacing it as we speak. We should have it done in another minute or so"

"I grow tire of waiting" the master of the Forever Knights replied in a manner so cold that winter would look like summer in Antarctica. "My patience has its limits" the minion shook behind his face mask, quivering in fear as he turned back towards the consoles… but luckily, it seemed that the last cosmetic polls had finally bee put in. "It's ready sire!" the second minion reported which eased the Forever King's rage.

"Triangulating the location of the sword now!" said the third minion. There were a couple of beeps happening on the computer console until it finally located the object that they were looking for. "We found it! The object is buried right beneath the royal palace my lord!"

"Send an excavation team there immediately" Driscoll gritted impatiently, "I want no more delays as it is" and with that last order, the team immediately got into their respective seats and began ordering the agents on the field on what to do. But as the knights busied themselves with their tasks, another shadowy figure in a medieval knight's armor with two katanas strapped on its back appeared from the darkness. "Ah… my champion…" Driscoll cooled down knowing full well on who the other figure was. "It appears the Tennysons are here and they do not seem to notice our progress so far. But if they should interfere, I want you to destroy, no matter what the cost… understood?"

The Forever Knight ninja bowed down silently to its master and quickly vanished from sight. It seems like Ben, Gwen and Max were going to have some unexpected company this evening.

**(Fairground palace)**

Right after the Tennysons found out that the stick was no threat, Ben and Gwen quickly went to the palace to see what it was like. Actually it was just Gwen's idea. Ben would've joined another eating contest in a heartbeat, but after hearing that he had to make an appearance in the palace so that he could enter for tomorrow's buffet party, he was given no other choice but to accompany his cousin. The kid would do absolutely anything for real food.

Once they entered through the large gate with a big sign with the word Camelot on it they were immediately greeted by a man wearing a fake mustache in some sort of bishop costume. "Hello there, are you two here for the party celebration?" he asked in gentleman's manner.

Gwen nodded back excitingly, "Yes actually. We were wondering if we could have a tour around the palace. I just wanted to see the architecture of the place" she replied, "If you don't mind, we'll be on our way" but before she could take another step forward, the bishop man stopped her. "Uh hey!"

"I'm afraid I cannot allow you to pass" he said sternly, "I'm sorry, but the palace is currently being renovated for tomorrow's ball and only guests with invitation are allowed" Gwen lowered her head down in disappointment. She really wanted to see the palace more than any other sights in the fairground but it looks like she will have to wait for the party to be over before she could enter.

Usually by now, Ben would be smirking in sight of Gwen's disappointment, but for some reason… his heart just needed to do something about this. It was like he had his own subconscious appearing on his shoulder in the shape of an angel and demon. The two of them were bickering about doing the right thing or just being selfish. They tried wrestling it out, but then the angel subconscious got an idea. When he pushed the evil subconscious away, he activated his Omnitrix and went 'caveman' on that other guy.

Seeing that this was now a one sided battle against the dude with horns on the boy's shoulder, Ben quickly shook away the thoughts and complied with his good subconscious. "Ah hey…" he called out to the fake mustached guy, "I got here two tickets for the buffet party. Does that count as something?"

The man slowly analyzed the ticket for a moment before nodding, "Ahhh… yes… these are invitations to the party. Are you two here for the appearance?" Ben slowly nodded back and gestured to Gwen to just play along, "Very well then… as Steward of Camelot, allow me to welcome you to the royal palace. The place closes at six so please be out by then. The party starts tomorrow at three o'clock in the evening so… please… don't be late. Oh and please dress in something formal for the dance"

"Dance?" Ben questioned with a brow raised, "What dance?"

"Why the party dance of course" the 'steward' replied chuckling, "A party is not complete without a dance"

"Oh uh… I don't really dance"

"Then you'll have to learn soon otherwise you and your partner here will be the laughing stock of the century" she gestured to Gwen who seemed to have taken noticed. "Whoa hold up!" the red head shot back, "Why do I have to dance with him!?"

"Well your numbers are in row with your tickets so I'm afraid you're stuck with each other" he smirked at them playfully, "Well tally-ho you two. Have fun at the party!" and with that he walked off, leaving the two of them behind without another word said.

"This is so not how I want to spend my time at the party" Ben grumbled.

"Well at least that we can agree on" Gwen replied folding her arms together. "Just staying next to you is already more than I could bear"

"Well… at least it will all be worth it when it's chow time" once Ben spoke that sentence out to himself, Gwen's eyes widened out in surprise. She could hear something feint in his voice… like a sigh of relief or something close to that. Was he saying that it was ok to dance? She wouldn't know… and probably never will know. After the two of them signed their name on the register and retrieved their 'official' invitation tickets to the party, they immediately began their tour of the palace. "Thanks Ben…" Gwen thanked him after they were clear of the crowd.

"Oh don't mention it" Ben replied with a proud smirk up his lips. "I didn't want to waste the ticket anyway. So what's so special about this old dump anyway?"

"This 'dump' as you call it is supposedly the remaking of the royal palace" she explained, "Didn't you know that this very castle was actually built by a studio filmmaker five years ago. They built this palace for a movie which made a hit"

"Yeah… probably when I was still in diapers" Ben muttered silently to himself.

But when they finally entered the throne room which was also supposedly the party room, Gwen's eyes widened in amazement by the structural size of the place.

The throne room was huge! That word alone says all. The roof was three stories up, and the dancing ground was wider than four of Ben houses put together. There were six pillars on two sides of the room with giant glass windows in between them that overlooked the entire festival. On the pillars themselves hung several banners showing the old coat of arms of the kingdom. Near the walls of the room, there were hundreds of long stretched chairs and tables which provided adequate room for the buffet. Ben could already imagine what the plates would look like. If he remembered correctly about his own medieval history, he would remember that no one in the past had much of a manner. So that means he could eat like a pig and no one would even bother him.

"Wow…" was all Gwen could say as she unconsciously danced around the place, "This place is amazing! I can't imagine how this place would be during the party! Oh and there'll probably be fireworks outside the window!"

But of course, Ben was not impressed with the finer things in life. He was a simple guy with simple needs. Food, games, entertainment and a bed to sleep on. He didn't need all of that fancy who-haas since it just messes with his style. "Yeah, what else is new?" the boy said boringly as he strolled towards the window. "This place is probably made out of cardboard boxes and junk" he knocked on the stone wall a few times and noticed that they were actually real. But even though they were able to make a castle out here in the present time he still wondered if it could hold a siege of him going Fourarms.

"Can't you appreciate a little culture Ben?" Gwen said annoyingly at him, "This place took six weeks to build and probably a million dollars worth of stone around you. The least you could do is admire its texture. A lot of people put a lot of effort in making this"

"Yeah… that's what you said about the play back at the theater" he remarked sarcastically at her. But just when he was about to walk back out of that place, he suddenly slammed against another man on his stomach. "Oh… man… now that…… hurts" as he got back up on his feet he suddenly noticed that the man had dropped some sticks on the floor, "Uh hey, you drop…… this?" but when Ben's eyes refocused, he noted that these sticks were the same as the one he found a few hours ago. When he looked at the man's face he was shocked to see an iron mask plastered on there. "Uh oh…"

The hooded figure that he accidentally bumped onto was a Forever Knight agent who was planting cosmetic polls around the palace vicinity. When he noted who he had bumped onto, the knight quickly grabbed some kind of sword with electric lining and began swinging it at him. But before the blade made contact, Ben somersaulted away from it like a professional athlete. "Whoa!" he yelled out as his feet touched the ground, "I didn't even know I could do that!"

But before he could even recap on how he was able to have such an increased agility, the knight-agent removed his hood and revealed his Forever Knight armor attire which consisted of a light weighted chain mail and a shield on his back. Just once glance could tell that this guy was not one of those usual grunts you would smash around everyday.

"I guess that answers where the old Plumber tech was coming from" Ben smirked before turning towards his Omnitrix, "Well, knight in shining armor… meet… Benvicktor!" with a press of a button, the boy's size tripled up to height and grew out some kind of batteries on his back. "Oh yeah… let's see what gravity I can get with you!" with a wave of his giant arms he was able to create electricity powerful enough to supply a TV with six hours of power.

But the knight was not alone. When the ruckus occurred, five other agents appeared out of the room entrance and drew out their weapons as well. One was carrying a double blade, another two were carrying swords similar to the first guy, another was carrying a battleaxe and the last one had a warhammer the size of a Max's head.

"O…k… six against three. I guess we could call it a fair fight" and with that last remark, the knights quickly charged in and attack Ben using their weapons as their main assortments. Once Ben (Benvicktor) got a taste of their skills he could tell that these guys were probably high ranking officers in the Forever Knights organization. Usually he would've been able to pound the grunts with a blink of an eye, but now it looks like these guys were the veterans.

After blocking a couple of their attacks, the boy quickly grabbed one of the plates that were going to be used for the party and smacked it right at them. "Oh yeah! You just got served the hard way!" but his gloating only got cut off when the guy with the warhammer slammed his weapon right back at his face. "Ok… I'm gonna feel that in the morning"

As Gwen saw this she knew right away that Ben would need some help. Even though he doesn't want it, the boy must get some assistance once in awhile. "Terdius Jatuis!" instantly, four toy swords (or at least they think they were toys) that were hanging on the wall instantly came out, and nailed one of the knights up on the floor. "Let's see you try getting out of that!"

But as the knights continued to pound the boy to a corner in his Transylian form (Transylian is copied from the word Transylvania which is famous for many monster movies) Ben decided to put his incredible strength to good use. With a wave of his fist he slammed two of the knights down and a kick of his feet sent another one of them leaving through the window. Not only were his physical attacks giving out powerful and almost lethal blows, but the static shock that came after the hit would paralyze the opponent making them immobile for at least ten minutes or so.

"Alright peons… time to whoop you guys into shape!" when one of the knights charged at him, Ben gave him a punch so strong that his face mask dented right onto his nose. I wonder if anyone would recognize him once he removes his mask.

After sending the guy with the battleaxe out the window and hanging the one with the warhammer on one of the torch post, the boy turned his attention to the last remaining one which was originally the first knight that tried to kill him. "Well well well… it looks like it's just you and me… buddy" you can actually see the guy trembling under his armor as Ben approached him cracking his knuckles.

The knight knew before he fought that he never stood a chance against the power of the Omnitrix alone. So instead of fighting, he dropped his weapon and turn tails. But Ben wasn't going to let him go that easy. Sure he may not be fast in that form, but his electromagnetic power has its uses to people who wear iron as a fashion trend. The moment he let out a wave of his magnetic powers, the knight quickly flung back onto Ben's incredibly large torso. "Say good-knight" but before the boy had the chance to pound the guy, Gwen quickly yelled out to stop him.

"Ben, wait!" she raised her voice a little. "We still need to find out what they're doing. I'm calling grandpa and tell him what's going on" but as she pulled out her communicon, she noticed that there was a strange static sound coming from the little gizmo. "Grandpa? Grandpa, are you there?" she called but all she got in return was some static voices.

"Gw…n? W… ar… you?" grandpa Max was trying to get a frequency but there didn't seem to be a good connection, "Yo…r signal is…… weak……… (static) I'll… getting… bet… quency"

Gwen sighed out as the signal got cut off, "Well it looks like the signal is out. I guess we'll have to do the interrogation ourselves"

"Oh… do we get to play good cop bad cop?" Ben joked with a couple of laughs at the end. But then knight that was stuck on his chest began wiggling himself free making the boy a little uncomfortable. "I'll never talk!" he shouted, "There's nothing you can do to make me betray the Forever King!"

"Oh really?" Ben cooed, "Well… like grandpa used to say. To get smarter… you got to crack a few egg heads" he cracked his knuckles a few times and placed his palm on the guy's head. He wasn't really gonna crack him, but after watching a couple of cartoons and movies he knows pretty well on how bad guys react to threats.

"AH! Ok I'll talk!" the knight finally panicked out of fear, "We… we… we were supposed to look for an object called Excalibur" he began, "It was supposedly buried here underneath the palace!"

"Excalibur?" Ben questioned, "You mean that sword in the Camelot story and all?"

"The king calls it the sword of the sky" the knight explained, "We don't know anything more than that. All we know that it's buried underneath here… beneath this very castle"

"So that must be why you guys were planting those stick things all around the fair" Gwen analyzed, "You needed that to find what you were looking for!"

"An excellent deduction Ms. Tennyson" when the new voice arose, Ben and Gwen quickly turn their heads towards the main entrance where they were greeted by the sight of the Forever King and his loyal champion, the Forever Knight Ninja. "To be able to defeat some of my most trusted lieutenants and interrogate one of them in such a short notice is something to be commended"

"Driscoll…" Ben hissed as he threw the knight away from his torso. "I see the head honcho finally shows himself again. Ready for another beating?"

"I am flattered that you remember me Benjamin Tennyson" the ex-Plumber officer grinned under his helmet, "But I'm afraid I cannot allow you to stop me. I have spent too much time and effort locating the Excalibur and I will not be hindered by a little boy and his family"

"Hey! Who're you calling little!?" Ben replied holding his fists up, "Why don't we get it on just like we used to back at Mt. Rushmore!? I'll clean your clog so bad that you won't even have the time to see it shine!" but just as he approach the Forever King, twelve other knights appeared from behind carrying a variety of weapons with them.

"You do not stand a chance against me this time… Tennyson" Driscoll hissed back annoyingly at him, "As we speak, an entire regiment of my army marches upon this fair. You may be powerful… but not even the Omnitrix can handle an entire legion…"

"Well why don't we find out later when I kick your butt?" but just when Ben was about to launch his attack the Omnitrix symbol on his shoulder began to beep red and soon later… he was back in his human form. "Oh great… who's side are you on anyway!!" he yelled at his watch. But as the boy turned his attention back at the knights he knew right away that the tide had turned against him. That fight against those other knights must've taken a lot out of him.

So instead of fighting the knights in his regular state, Ben grabbed Gwen by the arm and hastily head towards one of the open windows. "Ow! Ben what are you!"

"Do you have a spell that could make us fly?!" he asked in a hasty paste.

"Well yeah but its good enough for one person only"

But Ben didn't care. It was either a painful drop or getting sliced and diced by the Forever Knights. "Good enough for me! Now jump!" without any warning whatsoever, Ben again grabbed Gwen's wrists and jumped off the ledge knowing full well that they were fifteen stories up high. The knights wanted to follow them but they didn't exactly have jet packs strapped to their backs now, did they?

"There's no need to follow them" Driscoll ordered, "The boy will return. Let us continue with the excavation! We must retrieve the sword at all cost" he then turned to his loyal red ninja companion, "If the Tennyson boy does show up… take the regiment and deal with him" the ninja knight bowed silently and left the scene to begin the preparations.

"Hey! What's going on in there!?" came another voice from the entrance. The knights knew that it was probably the local guards. So without waiting for another minute, they vanished from the area like the shadow themselves.

**(Time skip 15 minutes later) (Rust Bucket)**

After Maxwell received that feint transmission from Gwen, he became worried that something bad might've happened to them. He began checking through every possible frequency his satellite dish had but nothing seemed to work. Just when he was about to go exploring the place himself, the door to the RV opened up revealing his two grandkids soaked like they had just jumped into a cold pool.

"Ben? Gwen?" he said slightly relieved and confused at the same time, "What happened to you two?"

"Don't even ask…" the girl replied wiping the water out of her face.

After the kids finished getting into their more comfortable clothes and drying up after ducking unconditionally into the nearby lake they immediately explained the whole situation to their grandpa to see if he had any intel on the object the Forever Knights were doing. But unfortunately the old man didn't seem to have a single clue to what Driscoll wants around here.

"So Driscoll is the one behind these attacks" he lectured while trying to decipher the enemy's plans. "I guess that explains about the old cosmetic polls. An old fashion Plumber always has a few things left over his storage room"

"So what's this Excalibur anyway?" Gwen questioned, "Is it the same sword back in the stories?"

The old Plumber shook in head in response, "I don't know. Driscoll was in the Plumber business a long time before I ever joined up, so he probably knows a lot more historical technologies than I do. This is probably the first time I heard of anything called Excalibur. I'll check up with the other Plumbers"

"But they said that the sword was buried underneath the palace" Ben added wiping his hair with a towel. "Maybe we should go back there and beat them to it"

"No…" Max stated, "Going back there now would only drag unnecessary attention. I doubt Driscoll would be stupid enough to stay there after causing such a ruckus" he then moved on to his computer rack to see what else he could do, "He'll probably wait until tomorrow before going back to the palace. But in the mean time, I'll try and hack in to their scanning devices. If those cosmetic polls still have the same frequency as before then I think I'll be able to……… got it!" the screen on the computer quickly popped up revealing the schematics of the entire fairground.

"Is this?" Gwen noted.

"That's right. It looks like Driscoll had planted cosmetic polls all around the fairground to find this Excalibur… but there seems to be some kind of electronic interference coming near the palace area. If my hunch is correct, that must be what the Forever Knights are looking for. But it's… deep… really deep underground"

"Could it also be why our communicons aren't working?"

"That's probably it" Max answered back, "But the magnitude is so high that it can only interfere with super sonic frequencies. Cell phones and smaller electronical devices shouldn't have any problems. But if Driscoll wants this Excalibur so bad… then we'll have to do everything we can to stop him"

"Then we should go ahead while that Forever King guy gets his hands on it" Ben pumped up his fist together, "I could just go Ghostfreak and get the sword before anyone of them"

"I don't think that is such a good idea" Max replied, "According to these readings: Whatever is under that castle is creating a large heat source. If you go there, there's a good chance that you'll turn to Ghostfried before you even find Excalibur. We'll wait until Driscoll makes a move"

"But he said that he has an army coming here" Gwen reminded them of the coming troops that were soon to arrive. At first they thought it was just some kind of bluff, but they've never seen the Forever Knights bluff about anything before so they had to take precaution. "If we wait then, do you think we'll stand a chance against them?"

"I already called Oswald and the other Plumbers to meet me at the fairgrounds" Max explained, "But unfortunately it's gonna take them awhile to get here. The only thing we can do now will be to wait for Driscoll to make a move. But we're going to need some big backup if he's bringing his friends to fight"

"So what do we do by then?" Gwen asked.

"I'll go place some motion sensors around the castle" he answered back holding a couple of devices on his hands, "If Driscoll makes a move on the palace, we'll get to him faster like a stink on a skunk"

"And that's when I move in and take him down!" Ben remarked, punching his fists together. But unfortunately Max had other ideas, "Sorry but no fighting Ben. (what!?) We still need to find out what Excalibur is… and I doubt Driscoll would come all the way here just for a sword"

"The only thing we could do now is wait for backup" Gwen added before following Max outside to help him plant some of those motion detectors.

Right after the discussion had ended, Ben immediately got into thinking mode. Maxwell was right though. Going up against the Forever Knights now would only be a suicidal mission and if what the Forever King said is true than this fairground would only become a battlefield and no one would want all these tourists harmed during the firework festival. Also, Ben believed that he wouldn't stand a real chance against such a massive army alone. If he was going to fight against the Forever Knights at their full strength, he was going to need some help. And no… he wasn't talking about his family. He needed someone big, strong, tough and ready to take on any odds that could appear at any time.

"Hmm…" the boy let out a smirk before turning his attention to the phone booth not far from the fairground entrance. "Backup eh? I think I might just have the right guys for the job"


	17. EP 5 P3

Episode 5: A Middle Aged Rumble

**Episode 5: A Middle Aged Rumble**

**Chapter 3: Battle for Thy Fair Lady**

**(Conveniently hidden trailer)**

After that minor skirmish at the palace, Driscoll thought that he could begin excavating the sight for Excalibur. But when the police authorities came to see the mess, he figured that that it would be best to come back tomorrow when it was safer.

"Sire, the equipments you've requested have arrived" one of the minions noted him, "We can begin our excavation early in the morning"

"Excellent…" the Forever King replied, "Have a team ready just in case if we should encounter any… problems. Once we unearth Excalibur from the ground we depart immediately"

"But what about the Omnitrix sire?" another minion asked, "It could still pose a threat to our operations here"

"That matter is not of our concern" Driscoll gladly took his seat and continued to watch the monitors overseeing the Tennyson's RV. "Besides… I believe he will have his hands full when he decides to attack us"

**(The next day) (11:30 AM)**

A new morning had dawned over the fairground today and it was definitely a lovely day to remember… a clear blue sky, a warm beating sun and the fresh clean air splashing against your face with that cool and gentle breeze. But unfortunately for Ben and Gwen, the smell of that fresh air was mildly interrupted when grandpa Max began cooking his not so famous stew recipe. When the smell reached to Ben and Gwen's noses, they instantly woke up from their beds and dragged themselves out of the RV to breathe in the pollution that littered the outside world. But heck, it was a lot better than that thing Max was cooking.

"AHH!! Oh man! Talk about your wake up call!!" Ben gasped large amount of oxygen through his nose and mouth as if he just came out of the surface or something.

"And I thought your socks stink ugh…" Gwen coughed out the stench from her nose.

But then Max poked his head through the window and called out to them, "Hey there kids. Good timing! I just finished cooking my famous squirrel stew!" the horrible expression immediately appeared on the kid's faces when he gestured to his cooking. They had just woken up from a bad night and didn't want to ruin their morning just because Max made them eat some horrible stew.

"Uh… no thanks!" Ben replied searching his head for an excuse. "Uhh… I'm uh… saving my stomach for the all you can eat buffet!" yeah nice save there Ben! "I'll probably be full by then"

"And uh… me too!" Gwen added almost too fast, "I'm also joining to all you can eat buffet later this evening. Maybe… later?"

Luckily for both of them, Max seemed to have bought their story, "Ok… I'll save you two a plate later for snack then. Wouldn't want you two starving out there" and with that the two kids quickly walked away before the old man brings up another one of his so called food. Just remembering what they had last summer was enough to make their stomach churn.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"Ugh… man was that close" Ben remarked as they made it to the fairground. They weren't in their costumes anymore so it was fine to walk around freely like they used to. "I hate to think what I would barf out when I eat that stuff"

"The last time he cooked, I had stomach aches for a week" Gwen added, holding her own stomach as well. "Why don't we grab something to eat before grandpa gets us into his restaurant again? At least then we'll have a good excuse not to have lunch" she gestured to the medieval café which posed to be some kind of bar or something. The place served good food and luckily the place was also open early in the morning to serve breakfast meals like bacon and eggs.

The place was definitely decorated to the max too. There were wooden tables and rugs on the sides, waiters dressed in mid-life style clothing and a bartender who was actually the manager and the chef. "Hey there kids, what can I get ya?" he offered.

"Two regular American breakfast with extra bacon and egg!" Ben shouted back holding his smile up. "And make it good!" the chef simply laughed back at his spirited reply and went right into the kitchen. Once they made it in, they quickly got themselves a seat to rest and relax. It was amazing that they had just only woken up a few minutes ago and now they were here to eat.

"Ah… the old American breakfast meal…" Gwen moaned out pleasurely at the ceiling, "I can't remember the last time I had a regular meal. Summer seemed almost like a dream"

"I hear that…" Ben replied as he played with the tissue on the table, "Remember that time when he wanted to feed us those failed genetic experimental slimes?" (You can see these things in the game Ben 10: Protector of Earth!)

"Oh… don't remind me. I had to go to the rest room six times after that day"

But then the talk about bathrooms suddenly got the Ben's stomach rumbling. "Oh… speaking of rest rooms…" he then turned towards one of the waiters, "Hey pops, you got a rest room around here?" the guy simply pointed towards an outhouse that was just a few meters away from the restaurant. "I'll be back in a jip. Don't eat without me" and with that he headed off towards the outhouse.

But when the moment he shut the door of the outhouse, the Omnitrix suddenly activated on its own startling the boy off his feet. "Whoa… what the? Oh man… not again!" Ben knew well what this meant. He was going to get a vision and it also meant that he was going to get another dose of some painful injection. "Well, I might as well get this over with" as the boy sat on the toilet seat, he quickly braced himself for the pain and allowed the button to press on its own.

Once again he felt the needles piercing through his veins and injecting an even larger quantity of unknown fluids into his bloodstream. The process was extremely painful and annoying but he had to admit that these visions really did help during times of need. If it weren't for these visions he couldn't even imagine what could've happened. The moment the process was finished his eyes began to glow blue showing him something that was yet to come.

He saw the Forever King and his ninja champion along with a small band of knights at the back of the palace. In front of them was some sort of a digging machine. It had a large drill on its nose and a cockpit for the crew. A wild guess would say that this was the machine that was going to unearth the Excalibur. But that wasn't all, the boy saw. As the vision changed its scene, he could see an army of Forever Knights coming from the woods. They were probably just grunts and amateurs that he could beat with a blow or two, but with their sheer numbers, they might just be able to turn the tables at him. This was a danger that Ben could not prevent alone.

Once the vision ended, the Omnitrix returned to its original color and silenced down as if it was already done with its work. But just when Ben was about to head out, a loud knock came through the door.

"Ben! Come out, hurry!" it was Gwen who was calling on the other side. The boy quickly pulled back his pants and got out seeing a serious expression on the girl's face. "Grandpa's calling, we have to go… now!"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

It only took those two about three minutes to rush back to the RV after Max called them through Gwen's cell phone. Although Ben had to grumble a little since he wasn't able to get his breakfast meal from the restaurant, but what the heck.

Once the two of them were in, they quickly spotted their grandpa on the computer console tinkering with the knobs. "Grandpa!" Gwen called out to his attention. The old man quickly put down his earphones and smiled at them, "It looks like Driscoll is on the move" he briefed them, "And it looks like he brought one of the Plumbers old Molar to tunnel at the back of the castle. Strap yourselves in, this is going to be a bumpy ride!" the kids gladly strapped themselves onto the dining table seats and braced for impact. When Max tells them to hold on, they really had to hold on because the guy can be a reckless driver when the world in danger.

When Max fastened his seatbelt on, he quickly put the peddle to the meddle and drove off towards the castle. Luckily most of the visitors there were still sleeping during this time of day so they didn't have to worry about the locals waking up about a super high-tech RV crossing through the fair.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

After avoiding all the trees and bushes and cutting through several shortcuts around the trailer park, the Rust Bucket immediately arrived at the back of the palace where the Forever Knights were just about to begin their excavating operations. "Hmm… right on time as always Maxwell" Driscoll hissed through his helmet. "I see you haven't lost sight of some of the talents I drilled into your head when you were still a rookie. I'm glad…"

"Give it up Driscoll" Max demanded as he exited the vehicle with his two grandkids. Usually he wouldn't bring these two in a fight, but this situation was an emergency. "Whatever it is you're planning, you're not getting away with it"

"Ah… but you don't know what I'm planning, do you?" he mocked at them with a slight giggle, "Let me ask you a question… do you even know what the Excalibur is Max?"

"Ooo is this, a guessing game?" Ben joked back as he thought for a second, "Is it a… sword? No? How about a… spear? Axe? Laser cannon?"

"Hmm… not even close" the Forever King shot back, "But while you ponder along the answers, I have someone here that would like to reacquaint with you" in an instant, the ninja knight appeared out of nowhere and drew out a bunch of his shining shurikens (ninja star) at them. But Gwen had caught his whiff minutes ago and cast a spell to propel those objects back. "Ferdan Calian!" immediately the ninja stars halted and flew back right towards its owner. But the ninja knight was not without skills so without even looking he dodged the counter attack, letting some of his fellow knights take the hit instead of him.

"Maybe you should try something other than throwing stars next time" the red head remarked, "Ninjas are so last century"

"If that guy is all you brought for a good time then this is gonna be easy" Ben quickly tinkered with his Omnitrix and with a press of a button, he became Fourarms, the Tetramand alien. "Alright… I think it's time I whipped you back to shape. How about a square?"

But the leader of the Forever Knights only smirked back at them. "As much as like to deal with you myself Tennyson… I have other business that requires my attention. But do not worry… I have a few playmates here that should keep you entertained for awhile" with a wave of his hands, a large rumbling sound suddenly began emanating from the nearby woods making the Tennysons turn their heads towards that location.

When Driscoll said that he was bringing his army with him, he wasn't lying. Hiding behind the woods were probably hundred of knights armed with weapons similar to the ones Ben fought in the castle and it didn't look like they came all the way here just for a tea party.

As the two sides starred at each other face to face, Max knew that there was no hope of victory here. The enemy had the field advantage and superior numbers as well, which makes the battle tip a little bit over against their favor. Going back to the RV would probably be bad and facing the enemy head on would be suicidal as they didn't even have the power to fight them. So seeing that his options were limited, the old man quickly took out one of his smoke bombs and tossed it to the ground. "Ben, Gwen! Duck and cover!" as the smoke envelops around the blast sight, the Tennysons quickly made a strategic withdrawal away from the area to find a more suitable area to battle.

"After them!" the Forever King ordered his army, "Find them and destroy them at all cost!" the knights gladly complied and charged right at where the Tennysons were retreating.

But since our heroes were in a smaller group they were able to travel faster than the army of hundreds. After getting a good distance away from them, Max decided to split up to even the odds a little bit.. "Ben, Gwen, you take that route and find somewhere safe. I'll go after Driscoll and find out what he's planning"

"But grandpa!" Ben, never got to finish that sentence when one of the knights appeared out of the corner swinging his sword at him. "Oh great… come on Gwen!" immediately the two of them began running away from the massive army giving chase.

The Forever Knights didn't care who or what got in the way. As long as they were able to defeat the wearer of the Omnitrix, they would be satisfied.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Maxwell on the other hand was having it easy. When he ran the other way, none of the knights followed him, which gave him the opportunity to sneak back onto Driscoll's digging machine. It wasn't going to be a smooth ride, but it hell beats walking down a tunnel any day.

"Are the preparations complete?" the Forever King ran through a checkup.

"Yes milord" one of the crew replied, "We're ready to dig in 5… 4… 3… 2… 1…" and with that the Molar's drill began spinning around in a speed of forty knots which makes it possible to dig through even the toughest of diamonds.

Max knew that there was no way that he would be able to stop Driscoll as long as he was in there, so instead busting in like an old military soldier, the old man just hung on the back of the Molar to get a better view of the excavation.

xxxxxxxxxxxxxxxxxxxxxxxxxxx

Back in the fairground, Ben (Fourarms) and Gwen had been doing nothing but running away from the Forever Knights as they tore through the booths like a mad army bent on destruction and chaos. The kids were able to fend off a few of them, but with the numbers coming in by the hundreds, they had little chance in facing them head on.

They decided then to take their chances within the fairground itself to hide within the many tents in the area. It would bring danger to the tourists, but if it kept them alive than they would do it.

After a few minutes of running and being chased by the Forever Knights, Gwen suddenly saw the giant scene area which was to be the spot light of the fair. The reenactment of the battle of King Arthur against the forces of the evil, Morgan Le Fay. If Ben should have his fight there then there would be a small chance that the people watching would think that this was nothing more but the part of a show.

"Ben, this way!" she quickly dashed towards the tent of the actors who were bound to play as Arthur's knights. When the two of them got in, the actors quickly screamed in panic and ran away from the alien hero in fear.

"So much for the knights of the round table" Ben remarked. But as things gone a little quiet, Gwen decided to take a peek through the hole on the tent to see if any of those knights were dumb enough to follow them. "Looks like we'll be safe in here" she sighed out loud before taking a seat on one of the empty crates. Running around the track field was one thing, but running for your life was a whole different story.

"So what do we do now?" Ben asked holding his four hands together. "We can't just sit around and wait for them to leave now, can we?"

"We need a plan" she explained, "We need to get back to grandpa and beat the Forever King before he gets to that weapon below the palace. Let me think for a second" as the two of them remained quiet for a moment, Gwen suddenly felt a large scaly hand touching her shoulder, which made her jerk her head around so fast that it was a miracle that it didn't break off. But what she saw next, made her scream in fright. "AHHH!!"

"Whoa there lady!" Gaterboy was taken back by her scream and jolted back, "We didn't mean to scare ya!"

"Gaterboy! Porcupine!" Ben yelled out.

"Fourarms!" the two brothers yelled back before putting other to a friendly hug, "We got a call from Ben, saying that you were in some kind of trouble so we rushed on here as fast as we could"

"Thanks guys" the boy really appreciated the aid for he was going to need a lot of help taking out the Forever Knights, "So what've you been doing lately?"

"Oh the usual. Plowing, digging, seeding… you know… farm stuff" Gaterboy replied grinning from ear to ear.

"You know these guys?" Gwen questioned looking a little concerned about the mutants that were in front of her.

"Oh yeah, I met these guys during my summer vacation" Ben replied, "Don't worry, they're my friends"

"What kind of people did you meet?"

But just when they were about to move out of the area, the commentator of the battle reenactment yelled out through his microphone. "Ladies and gentlemen!" he began, "Welcome to the reenactment of the famous story of King Arthur and his knights of the round table. The preparations are currently underway so please take your seats and we will begin the show in a few minutes"

As Gwen looked outside, she noticed that the stands were filling up quite fast. If this keeps up, the show would be having a full house and no show to go on. But as she shifted her head towards the other side of the open battlefield, she noted that the Forever Knights were literally tearing the place apart just to find them. "Looks like they're really tearing place apart"

"You mean those creeps wearing masks are the guys chasing ya?" Porcupine inquired to which Ben (Fourarms) nodded back. "You want us to smack them for ya?"

"Yeah, but we'd better arm ourselves first" Ben quickly grab a large armor that was supposedly an antique and wore it on his torso. He then picked out a couple of blades and halberds and armed his four arms to the max. Once they were ready, the boy quickly turn his head to his cousin, "Gwen, you go and help grandpa and find out what's going on. We'll keep these guys busy and cover your back" the girl simply nodded back knowing full well that the boy was going to be fine. If he had his friends with him, than she was definitely going to have a wonderful time with the Forever Knights.

**(Excalibur's burial sight)**

After a couple of minutes digging through the solid matters of the earth, the Forever King and the Molar crew soon arrived at the underground chambers of the castle. Little did they know that Max had been on their trail from the very beginning. The old man had lost track of time when he held onto the digging machine. In fact, they had gone so deep underground that he actually thought that was going to the core of the earth itself.

Once the Molar digging machine had ceased its functions, Max quickly dropped out and hid behind several piles of stone that had conveniently dropped on the ground. As he took a little peek around the corner, he saw Driscoll and his champion, the ninja knight walking out of the digging machine and looking at a strange white object that was a little farther away from his sights.

"Ahhh… there it is" the Forever king grinned, "The sword of the sky… the ultimate source of knowledge……… Excalibur!" unfortunately for Max, he couldn't tell what the Excalibur was from his point of view. The place was just too dark and his poor eye vision couldn't even begin to decipher where the object was. But from what he can hear, it looks like Driscoll found what he was looking for.

"Get the Molar ready to unearth it!" Driscoll ordered, "I want the Excalibur undamaged!"

The crew of the Molar tank quickly got to work reactivated the digging machine once again. Whatever object that Driscoll wanted must've either been really huge or stuck in a stone like the real Excalibur in the stories.

**(Fairground main attraction of the day)**

Once the audience seats had been filled with every last possible customer, the commentator quickly took to the stand to open up the main attraction of the day. "Ladies and gentlemen, welcome to the fair's main attraction of the day! Today we will be reenacting the battle between, King Arthur and his knights against Morgan Le Fay! (cheers!) And so without further ado, please welcome the knights of…… the… round table?" as he turned his attention towards the tent, he noticed that only three figures walked out the place armed to the teeth. Ben in his Fourarm form, Gaterboy and Porcupine. This made the commentator very confused. "Uh… and the… army of Morgan Le…… huh?"

When the commentator looked to the other tent, he was expecting to see a couple dozen soldiers, but when he turned his head there, he noticed that there were about a hundred soldiers who did not look like they were actors.

"Looks like they got us outnumbered" Porcupine noted as he readied sword and shield, "How many do you think there are?"

"Can't tell… I never really paid any attention during math class anyway" Ben replied.

"Hmm… three of us and a hundred of them" Gaterboy guessed, "Doesn't look like an even fight. Hey maybe we should tie two of Fourarm's arms. That should even the odds"

"Nah… I like my arms just the way they are" Ben motioned, "Alright… let's get these clowns!" and with that, the three heroes charged in knowing full well that the odds were very much against them.

"Knights!!" the commander of the army raised to his soldiers, "Destroy the Omnitrix! (roar!!)" and with that, the cohort of knight grunts poured at Ben and his compadres like ant on a piece of rotten meat. When the two sides clashed the battle was on and no one in the audience seats knew that the battle that they were watching was real.

Ben literally tore through their formation like a bull on a rampage. His four arms truly gave him an edge on the battlefield making his opponents stumble back and his larger body made it almost impossible to overwhelm him.

Porcupine was also having a good time fighting against his opponents. With his enhanced mobility he was able to slide through the crowd like a… like a… a… well… a porcupine.

Gaterboy on the other hand was a natural gladiator. With his terrifying face and monstrous abilities no normal man could take him down alone. He gradually swiped one knight after another and bashed his shield like a club or something against their lines.

"Hmm… it looks like the budget for fighting actors must've gone up" said one of the spectators as he looked at the battlefield. When he saw Gaterboy bashing a man to a pulp he became mildly impressed, "And it looks like they got a lot of stuntmen too"

With the fight being on the field, no one could actually tell that this was real or not. Heck, even the commentator had no comment on what was going on.

**(Back at the excavation site)**

While Ben and his friends busied themselves with the big fries, Max was busy sneaking around like a rat chasing a moving cheese. As the Forever King, ordered his knights to excavate the Excalibur, the old man decided to get a better view by getting to higher ground. The place was too dark for anyone to see clearly and on things that gave out light was the Molar and the knight's shining weapons. But just when Max was about to head up, a loud scream suddenly emanated from the tunnel entrance which he heard almost instantly. A few seconds later, Gwen dropped in on her behind and landed safely on the rough rocks below.

Luckily for the both of them, the sound of the drilling silenced all other noise making it impossible for the knights to hear her.

"Gwen, over here" Max whispered to her. Once Gwen caught sight of him and the knights digging on the other side she quickly rushed over trying not to get spotted. "Where's Ben?"

"He's out playing with his new friends" she replied catching her breath, "You wouldn't believe what kind of friends he made this summer"

"Well, we've got bigger problems" Max stated, "Follow me… we need to get a better view of the area" and with that they began climbing on a slightly steep hilly area which was perfect for a stake out. Not only was it easily defended when the knights spot them, but they could also see everything the knights can see from the excavation sight.

But when they got on top of the hill, their eyes immediately widen with horror like saucer plates, as they looked below. When they first heard Driscoll saying Excalibur, they all thought of it to be some kind of a small object that would bring certain doom to a country or something… but what they saw below… was actually… a space ship.

"That's… the Excalibur?" Gwen muttered, "The Excalibur is a… ship?"

"Looks that way" Max agreed, "But it doesn't look like any I've seen before. (pause) Come on… we got to find out what they're planning to do with that thing" but just when they got up from their hiding position, the Forever Knight ninja appeared right behind them, starling the two Tennysons off their skin. Max aimed his weapon but the ninja simply cut that little laser pistol in half making it impossible to for repairs ever again.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

After a few minutes, they were immediately tied up and sent right down next to the Forever King and his goons. "So nice of you to join us, Tennyson" he hissed again as he turned his massive armor at them, "Although I have to admit I was expecting the Omnitrix boy to be with you"

"What are you planning Driscoll?" Max demanded even though he was tied up, "The Excalibur was not in any of the Plumber's Archives. How do you know of this?"

"Of course it was never in any achieves you silly old man" the leader of the knights replied annoyingly, "I discovered this ship myself when I was in the Plumbers. A few weeks before I was exiled from the organization I was given a mission to hunt down a group of alien smugglers that were transporting goods from one planet to another. But when I got in… I discovered that the ship was also a research vessel that belonged to the Galvan. (pause) I knew that the Plumbers would send it back the moment they got their hands on it… so I did a little digging on my own. It was then I discovered that there was a vessel that had crashed landed here even before our organization was even born! I had to get my hands on it… so I decided to keep this information… to myself"

"But what could a billion year old spaceship be worth around here?" Gwen asked out of curiosity's sake. If she was going to die, at least she'll get to know why.

"Information…" Driscoll replied, "Look at this vessel, it existed long before the earth even began and look… not even time itself has disintegrated its shield technology. For its energy power to last for so long and with that powerful magnetic disruption… who knows what secrets hide within its memory banks!? I will be unearthing lost technologies not even the Plumbers could even hope to compare!"

And it wasn't long then till one of the knights came to his side, "Sire… the vessel has been unearthed. We're ready to pull it up"

"Excellent… begin the procedures as planned"

A few seconds later… the Molar crane began to activate, pulling the ship up from its earthly grave. The splendor and elegance of the ship was not something you would normally see in movies. There was barely a scratch on the ship itself but the dust it collected after billions of years spending in this hole seemed to have accumulated a little too much. The ship was small… probably even smaller than Resolution (Tetrax's ship) but who knows what kind of secrets hide under its skin.

The silver plated armor that it wore would've shown such bright elegance if it were washed properly and the engines that were easily identified on the rear of the ship would've made even the rocket scientists cry like babies.

"That… is one big ship…" Gwen muttered in awe as the ancient machine finally rose back from the ground. For the first time in who knows how long, the Excalibur was awakened from its slumber.

As the entrance of the ship revealed itself to Driscoll and his minions, the leader of the knights stood forward to see what exactly makes this ship ticks. "At last… my prize… now let us see what is inside of you" but just when he about to enter through the ship, a tiny little console appeared showing several symbols on it. "Hmm… a mechanized control lock. Impressive. The harder it is to break a lock the more worth the prize inside is worth. (to his men) Get me my control panel!"

"Yes milord!"

**(Back at the fairground)**

Ben and his companions were not having a good time. After defeating the first few dozen soldiers that came on by the gang's stamina seemed to have depleted suddenly. They only expected to fight a couple of hundreds, but it seemed like the number seemed to have grown to a thousand or something.

"Ugh! There's too many of them!" Porcupine yelled as he pushed another one of the knights down, "We're do you thin they're all coming from!?"

Gaterboy was too busy blocking six knights from killing him to answer. But after a little adrenaline push, he quickly sighed out loud of exhaustion, "How do you expect us to fight with these things?!" he gestured to his already half broken sword, "I'm a wrestler, not a soldier!"

But that last phrase only gave Ben an idea. He right, they weren't soldiers… they were professional wrestlers! "Then I think it's time we fight like wrestlers!" he dropped down his weapons and cracked all four of his knuckles, "Alright peons! Allow me to introduce to you… the double duce!" and when the soldier in front of him saw his fists, the poor guy was smashed to the ground before he even had the chance to scream.

When the two brothers saw this they immediately let out a smirk altogether and drop their weapons to the ground. "Oh yeah… say hello to my little friend!" Gaterboy immediately began pounding one knight after another. His fists were twice as hard as the sword he was using and with this, he could actually enjoy kicking butts!

When the audience saw this, they immediately began to take interest in the fight. It didn't matter what happened to the reenactment of the story about King Arthur. The fight was now going good and even some of the older teens seemed to be enjoying the fight.

"Oh yeah… this beats knights in shining armor any day!" said one of the spectators.

"Hey did anyone see the hotdog guy? I'm getting hungry!"

"Hey, Al, you'd better get here man, this show is way better than last year! I guarantee it!"

But then suddenly, Porcupine got surrounded and was about to get pinned to the ground. But he knew how to get out of a sticky situation like this. With a little focus on his hair, the guys that tried to tumble him got stabbed the painful way. "Yeah! Never mess with the Porcupine!" the guy cheered out as the crowd gave him an applause.

During the next five minutes of the show the only thing that could be heard from that battlefield was the groaning pain of the Forever Knights trying their best to hold off Ben and his inhuman companions. The crowd seemed to love the show and hell it even looked like the medieval battling arena had been changed into a wrestling ring.

"Give him the chair! The chair!" came an old lady's voice who was telling Gaterboy to use the chair that was conveniently placed nearby. The guy gladly complied and smashed the wooden chair to pieces on the knight's back. "YEAHHH!!"

"Hey Gater!" Porcupine called out, "Let's give them the spike ball!" the green wrestler gladly carried Porcupine up and with one good toss, he immediately turned into a rolling ball and struck a good number of knights like a bowling ball against the pins.

"Oh yeah! Strike and that's a wrap!" immediately the crowd let out a large cheer of joy like they were back inside the wrestling arena all over again.

As Ben finished off the last remaining food soldiers, he dragged the commander of the army to the crowd to judge him Caesar style (thumbs up thumbs down) And in the end the crowd all gave him a thumbs down. "Well… the people have spoken!" and with that he literally began sweeping ground with the guys face and with one good toss, he was gone farther than anyone could possibly know.

But it seemed like the battle hasn't ended just yet. Just when the three compadres were bathing themselves in the glory of cheers, Forever Knights riding on robotic horsebacks appeared from the opposite tent. This caused the crowd to go 'booing' at them. "Man… don't these guys eye give up?" Porcupine grumbled through exhaustion.

Ben knew that his opponents had the advantage since they had mobility against them, but when his eyes came across a chopper motor bike, he immediately got an idea. "Hey, you two hold them off!" he ordered, "I got an idea!"

"No prob!" the two brothers said in unison.

**(Back at the Excavation sight)**

As the Forever King continued to decode the lock that had appeared in front of him, Max was getting a little anxious to get out of those thick ropes. He tried wiggling his way out but the knights would probably spot him by then. So instead of fighting them, he decided to pry some more information out of Driscoll in hopes to buy more time for Ben to get here. He usually likes to make a dramatic entrance anyway.

"So what do you plan on using the technology in that ship Driscoll?" he asked in a mocking way, "Sell it to the highest bidder? Create some new device to grow hair?"

"Hardly Maxwell" the Forever King replied, not even distracted by his taunts, "I have no need of money but the hair formula could come in handy. However… I must say that this operation is for my own personal benefit. Perhaps you do not know, but this vessel possesses knowledge even this entire universe does not know. It is said that the Excalibur drifted through each and every planet, storing knowledge from each living life from like a moving library. Every little detail till the beginning of time itself resides in here and I intend to find it! Once I have uncovered the truth of everything… this vessel would make me… into a god!"

But then suddenly one of the knights came to report, "Sire… the cohort we sent to face the Omnitrix is encountering some problems" he began, "It appears he is… winning"

"Alright Ben!" Gwen mumbled softly to herself.

"It appears your grandson has inherit your persistence Maxwell… you should be proud" but just as Driscoll was able to get the lock undone, he knew then that the hostages were of no more use to him. "Ah… it is finally done" he grinned, "Deal with them… they are of no more use to me" the knight ninja bowed and drew out his swords to execute the prisoners. But just when Driscoll was about to enter the ship, his eyes suddenly widened with horror as the screen on his computer popped up with a familiar symbol that would've him make his own pants. "W… what is… it can't be?" Max and Gwen looked confused to Driscoll's. Just when the ninja was about to slay them, the Forever King waved out his hands, "STOP!!" he yelled out which frightened some of the knights around him. Max was really wondering why he stopped their execution. Something to stop Driscoll… the man who had sacrificed everything for power so suddenly was like stopping a rhino from stampeding.

"Phew… talk about a close call" Gwen muttered.

Even though Max was glad that Driscoll didn't finish them off and go invite them to go see St. Peter, he still wondered what could've force him to do that. The guy would stop at nothing to get what he desired, heck he would even sell his own bicycle if he could to get whatever he wanted. But now something… or someone… had halted his progress.

"No… this cannot be… it does not make any sense!" the Forever King muttered as he ran a computer check on his console. He did it again and again, but still it showed the same symbol that he did not want to see. "How could this be? If that is…… no… it cannot… it is… it is not possible!" he then noticed a mark on the side of the Excalibur which was blurred by some dusts. With a swift motion of his hand he revealed the mark of the ship… but the mark only fueled his confusion even more. When Max looked at what caused Driscoll to panic so much his heart nearly skipped a beat as well. The symbol on the console and the mark on the ship were the same.

He could recognize that pattern anywhere. Even the gods would know what that symbol was. That putrid four sided symbol and its unnatural pattern made it easy to identify to anyone who knows what it was.

It was the mark of the Omnitrix…

**(Back at the fairground)**

Gaterboy and Porcupine were not having a good time. Why you ask? Well apparently the Forever Knights Cavalry were picking on them and they were hopelessly outnumbered ten to one. They were able to take down one or two but the knights with lances just kept poking them over and over like Red Face Indians surrounding a ground of cowboys in the Wild West.

"This is getting bad" Gaterboy muttered, "And where the heck is Fourarms?" his question was quickly answered when a loud motor sound emanated from the back of the horses.

As the crowd and the knights looked at the new comer, they noticed that it was none other than Fourarms riding a chopper bike with a smirk on his lips. Two of his arms were holding the motor bike and his two other arms were holding a lance and a shied. "Allow me to introduce to you the knights of the twenty first century!" Ben cheered to himself as he drove off. Even though he didn't exactly know how to drive, he was a quick learner once he knew how to change the gear.

The knights on horseback counter charge at him but as expected, those robotic horses could never match the fifty horse power of the chopper bike. The moment they were in range, Ben's lanced cut through their armor like butter and the robotic animals they rode on were turned to iron dust. "Booyah! This takes jousting to a whole new level!" and as he waved his lance around the spectators of the show began to shower him with praises. He bet that none of them actually saw that one coming.

"Hey Gaterboy! The crowd love us bro!" immediately the two mutant brothers raised their arms up to receive their praise.

With the crowd roaring in cheers and delight of such a splendid show, the commentator quickly grab his mic to announce the show. "Uh… well umm… so ladies and gentlemen, that's it for our show! Please come again and thank you!"

Just as Ben was about to go on and sign a few autographs, the Omnitrix symbol on his left shoulder began to beep red, meaning that it was time to get out before his identity was exposed. "Hey Gaterboy, Porcupine, you guys can handle cleanup duty, right? I'll see ya around!"

"Uh wait… Fourarms!" but before Porcupine could say anything else, the champ was long gone.

Luckily for Ben though, he was able to land at the same lake he dropped in yesterday when he fought against the Forever Knights Lieutenants. By the time he returned to his human form, no one even saw a peek of him. "Oh man… and I thought I was wet enough yesterday!"

**(Excavation sight)**

"How… how is that possible?" Max questioned fully confused on the same topic as Driscoll. "I was hoping you would have the answers Maxwell" the Forever King replied his voice filled with calm yet at the same time confusion.

But unfortunately for Gwen, she didn't get any of the things that were happening. Sure she recognizes the Omnitrix's symbol but what were the other two ex-Plumbers so confused about. "Umm… you guys wouldn't mind filling me in on what's happening… would you? What's the deal with that symbol?"

"I'm not sure either" Max answered back in a whispered tone, "I'm just playing along to buy us some time"

But as they turn back to the Forever King, they noticed that he was indeed in a state of great confusion. "That is not possible… if it existed then… then how could it…… NO! No matter" he snapped himself out of his own confusion, "I have studied much of Galvanic technologies to understand their ways. If this is anything of what I think it is… then you two may still prove useful to me" he then turned to his knights who still remained loyal, "Prepare an ambush. The boy is bound to be here soon… and we wouldn't want to leave our guests un-entertained now, would we?"

"Oh please" Gwen remarked sarcastically, "Like Ben will for that cheap trick. He may be dumb as a mule but he's not stupid………… I can't believe I just said that"

"Oh he will fall for this trap" Driscoll hissed back at her, "Because if he doesn't… then I'd hate to imagine what will become of you two" he gestured towards his champion who seemed very eager to slice off their heads for his trophies.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

A few minutes later after the trap was set, Ben soon arrived to the excavation sight via tunnel that the Forever King had so generously provided. He was back in his human form so he knew he didn't stand a chance against the Forever Knights… so he had to rely on stealth rather than his force. "Yeow… talk about your rough roller coaster ride" he rubbed his aching back which was scratched slightly painful. As the boy scanned his surroundings, he noted that the place was oddly quiet for an excavation. During digs, there would often be a lot of noise and a lot of equipments too, but this place was just like a Texan ghost town or something.

But just as the boy slowly made his way towards the Excalibur, he suddenly noticed Gwen and grandpa Max, tied up and gagged on top of the Molar drilling machine. Not only that, but there was also a timer strapped right next to them as well. There weren't any bombs or explosive nearby, but Ben didn't care. A timer always mean that something bad was going to happen if he didn't get them out of that area. "Gwen! Grandpa!"

But before Ben could reach the machine, one of the Forever King's knights appeared charging a spear right at him. The boy knew he couldn't possibly avoid it, but that didn't mean he was going down without a fight. With one swift move, he blocked the spear away and laid a flying horse kick right on the knight's chin, which sent him several meters away. To say the least, Ben didn't think that it would hurt that much. "Whoa… I must not know my own strength!" but then three of the remaining knights appeared out of the shadow. "All right…… who's hungry? Because I got a couple of knuckle sandwiches right here!"

Unfazed by the boy's threats, the knights immediately charged at him with their weapons in hand. But Ben felt some what weird. He felt lighter, more maneuverable and stronger than he even knows. The moment the first guy sliced at him, he leaped around six feet high up into the air and did a double somersault towards an empty area. "I don't know what's going on… but I like it!" he yelled out loud as he got into a defensive stance.

One by one the knights fall before his unnatural might… and even though he was just a ten year old brat, he was able to hand onto steep areas and fight like a karate expert. The boy probably didn't know how to spell karate and still be able to do it.

"Now here's a move I copied from sumo slammer! Ishiyama punch!!" and with one ka pow sound, the last of the knights were sent to dream ville like they've been shot with a tranquilizer dart. "That'll teach you to mess with Ben Tennyson!" but his gloating was cut short when he remembered that his family was still in danger. The timer still had about two minutes left so that gave him plenty of time to get up there and save them.

By the time he got to them, he quickly removed the towels they had been gagged with. "Ben, it's a trap!" Max yelled out.

"I think I got that part noted down" Ben replied holding a smirk.

"No doofus!" Gwen added, "This entire scam was a trap! The timer thing is just a timer. It isn't connected to anything"

"But it has served its purpose" came Driscoll's voice from the shadows. As he walked out to the light with his champion ninja, you could already imagine his grin widening by the second. "I must say I am quite impressed Benjamin. To defeat my army in such short notice is a task not even I… thought you could achieve"

"Oh yeah? Well I did pal" Ben replied holding his fists up, "I guess what comes next is that I take you down and you cry back to your mama"

"Actually Tennyson, I would appreciate it, if you would just simply stand there for another minute"

And then suddenly, the Omnitrix on Ben's wrist began to activate on its own again. But that wasn't all. The ship that bore the symbol of the Omnitrix also seemed to have activated for some reason. "Ok… just for the record… I did not do that"

"Hch nacreee foltesh nah!" came a computerized voice from the Excalibur.

"Just as I thought" Driscoll chuckled, "The Omnitrix and the Excalibur are indeed connected at some point after all. A most interesting subject to work on" he then gestured to his champion, "Bring me the Omnitrix!" the ninja bowed and quickly began attacking Ben using a variety of his weapons. "Oh you think you're the only one with weapons?" Ben mocked, "Well I have one right here!" he pressed the button on the Omnitrix, but sadly it was still in red mode. "Oh man… where's a plasma laser gun when you need one?"

But in an instant after he wished for that miracle to happen, a hatch on top of the Excalibur suddenly opened up, revealing a small laser cannon the size of a computer console. At first everyone in the room was confused, but when it fired against the Forever Knight ninja, Ben had to roughly guess that this thing was his ally.

"Hmm… I guess it should've been expected" Driscoll concluded, not one bit fazed by the fact that his champion just got blown away with a single blast. "So whoever wields the Omnitrix controls Excalibur…… interesting" the ninja was about to charge again but Driscoll only stopped it, "No… we are withdrawing. I've seen enough for today" and with that, they immediately withdrew from the area leaving Ben behind to deal with the rest.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

**Epilogue……**

Right after Ben saved Gwen and Max from the tunnel, the police force immediately arrived not long afterwards to arrest all the Forever Knights that had been knocked out by Gaterboy and Porcupine. The arrest counted in hundreds and there were probably still more coming their way. But the tourists didn't mind all the racket. They had a great time and that was probably the best thing for them anyway. The fight was a hundred times better than the reenactment of the story and heck… even some elders were planning to come back again next year to see it all happen again.

By the time Ben and Gwen got to where Gaterboy and Porcupine were, they were already being scouted by some big time companies. "Hey guys" Ben greeted to which they greeted back, "Sorry about bringing you into this mess"

"Are you kidding?!" Porcupine yelled out, "This is the best day ever! We haven't had a fight like that since we wrestled those goons back in the old sawmill last summer"

"Even now, those scouts over there are offering us a lot of money to sponsor their company" Gaterboy added, "Who knows, we might actually be on your cereal box tomorrow morning"

"Well I'm happy for you guys" Ben replied holding up a smile, "You guys deserved it"

"Well we'd best be heading home" Porcupine sighted out in relief, "Mama's making our favorite stew tonight. Hey, wanna join us for supper?"

"No thanks… I got a lot of things to catch up on. Maybe later" and with that the two brothers moved on to their farm, but then Porcupine turned back to give one last request, "Oh and if you see Fourarms, tell him that we'll pay his 10 grand after we make our first hit. Give us a call if you need anything!" by the time they vanished from sight, Maxwell appeared right along with Maria and Oswald Hudson.

"Those are some pretty strange friends you got there Ben" Oswald motioned.

"Nah" came his instant reply, "They're just… misunderstood"

"So what are you gonna do with Excalibur?" Max asked.

"We'll pull it out of the earth once the coast is clear and bring it to our headquarters in Bellwood. I'll have Bob and Richmond get right on studying it" the leader of the Plumbers quickly took a look at the castle which was still quite far away, "If what you said is true… then that ship is probably even older than the earth itself"

"Are you kids hungry?" Maria asked Ben and Gwen, "I made some left over by the trailer park. If you guys are smart, you'd probably take this chance before Max gets you to eat one of his recipes again" the two Tennysons quickly agreed and ran away from the area immediately. They didn't want to stay behind for Max to feed them some genetically altered slugs again.

"So do you think what Driscoll said was true?" Oswald continued after knowing that the kids were away. "The Omnitrix is linked with that ship?"

"I don't know……" Max answered honestly, "But he didn't come all the way here for nothing. He got what he wanted… but the question is…… what is it exactly that he got?"

**(Forever Knights HQ) (Driscoll's quarters)**

The Forever King entered his room slowly like a man possessed. Even though he had lost against the Tennysons again today, but that didn't mean it was over. No… he didn't leave the battlefield empty handed…… in fact… he had everything he really needed…

'Information'

**End of Episode…**


	18. EP 6 P1

Episode 6: The Coopanator (Main Story)

**Episode 6: The Coopanator (Main Story)**

Summary: Ben and Gwen were supposed to have a normal day. Go to school, get lunch and go home. But then suddenly, Cooper moves into town and is now attending Madison Elementary along with Ben. After hearing their heroic exploits, Cooper wants to join them in their fight against evil. Will the Tennysons let the boy join the team or will they just let him join in for the ride. In the midst of the confusion, Dr. Animo raises an army of mutant chimeras to lay siege on Bellwood.

**Chapter 1: Greetings to The Geek**

**(Bellwood city outskirts) (03:30 AM) (Wednesday)**

It was a peaceful time here in the outskirts of Bellwood city. Nothing but the woods, the road and the great country music playing on your radio while driving in your favorite pickup truck. Yup, this was the life of a driver.

On the road to the peaceful city of Bellwood, a driver in his early thirties was driving a truck full of goods to a nearby company warehouse to finish off his deal. The morning was still early and the sun barely even woke up. As the driver changed the tune on his radio, he suddenly came upon a frequency that was playing his favorite song. "And now ladies and gentlemen…" the radio talk show guy began, "Please put your hands together to re-welcome our old but still famous band… the Shag Carpeting, playing their multi-hit song, Cow Horns!"

"Alright!" the driver cheered, "Now this is something that makes the driving worth while!" as he heightened up the volume a little bit, he began whistling and pretending that he was one on stage with the band he was listening to. He hummed he whistled and even sang a few lines as well, but just when he thought that this was just going to be another ordinary delivery trip, a strange beast suddenly appeared in front of his vehicle, letting out a loud roar which made the guy hit the breaks harder than a baker pounding the dough onto a table. "What in St. Nicolas!?" he yelled out loud before jumping out of the vehicle.

As soon as the beast noticed the truck stopping in front of its face, it immediately clawed out its front hood and chewed through its armor like a chew toy sold in stores. When the driver saw this, he immediately grab his hat and dashed off towards the road hoping that the beast wouldn't chase him.

After a couple of seconds after the guy was out of sight, Dr. Aloysius Animo, the psychotic professor came into the scene riding another one of his chimeras. "There you are… my pet" he said coolly, "I see you are hungry… you should have told me. Oh well… I guess metals are better than raw meet anyway. But don't forget to floss when you're done" he grinned from ear to ear as he turned to the city of Bellwood. "We have an appointment with a certain Tennyson soon… ahehehehehe"

**(Time skip) (07:10 AM) (Rust Bucket) (Bellwood streets)**

It was another normal day here in Bellwood city… and when I meant normal I meant REALLY normal. People were crossing through the streets going to wherever they want to go, students heading off to school and not a crime in sight. Yup… it was days like this that makes Bellwood one of the most normalest of places. But all that could change when someone tries to pull out a crime of some sort.

But for now let us just focus on our heroes, shall we?

Right after grandpa Max picked up his grandkids from their homes, Ben and Gwen immediately went to their respective corners and did what they could do to keep themselves from dying from boredom. Gwen was reading some kind of novel that she checked out of the library a few days back and now was day to return it. Ben on the other hand was busy looking out the window and eating some potato chips that he was able to sneak by his mom when she wasn't looking.

"Hey kids" Max called out trying to get some attention from them, "Wanna do a little sing along? I brought in some new tapes from the music shop yesterday"

"Nah" Gwen replied as she put on her own earphones. "I got my own music" and with that she pumped up the volume to high so that she wouldn't be able to listen to any of Max's songs.

Max simply grunted…

"What about you Ben?" the old man turned to his grandson who was simply too busy just watching the road by the window. "No thanks" he replied through bites, "Got my mouth full" but just when he was looking out the window, he suddenly noted that grandpa had missed three turns to school. "Hey grandpa, you missed the last turn to school"

"Oh we're not going to school just yet" he replied casually while keeping his eyes on the road, "We're going to pick up an old friend of ours. I'm sure you remember him from summer. He just moved into the city a few weeks back with his parents so I volunteered to bring him to school" and before either of his grandkids could ask who it was, the old man slowly put on the breaks and said, "Well… here we are" and right before they knew it, the door to the RV opened up revealing a certain blonde haired boy, with blue eyes, freckled face wearing a purple shirt with a number three on it, a pair of black shorts and running shoes.

"Hi guys" he said cheerfully

With just one look, Ben and Gwen were able to identify him with a blink of an eye. It was none other than the technopath…

"Cooper!?" the two Tennyson kids said together.

**(Opening theme)**

Ben and Gwen were probably just as surprised as the next guy in town to see the blonde haired kid they met during their last summer vacation. Cooper is a normal kid who lives with his parents and grandfather. His grandpa was also a Plumber just like Max but unlike him, he came out of retirement to join up with Oswald and his new band of Plumbers. Cooper was not only highly intelligent, he also had quite a knack of handling with mechanical stuff from engine parts to a standard supercomputer that are being used by NASA. He also had a strange but unique power to communicate with machines which makes him a technopath.

"What is HE doing here?" Ben remarked still shock to see the boy who scammed them some time ago during summer.

"My parents moved here a couple of weeks ago" Cooper answered.

"But isn't it a little late to enroll?" Gwen added feeling a little confused.

"His grandpa called the principal of Madison Elementary school a couple of days ago and made the arrangements" Max replied, "Since both of them were Plumbers, they had a mutual understanding with one another" he then took a look at his watch and noticed that it was almost time, "Oh and speaking of school, we'd better head off soon or we're gonna be late" he quickly rushed back to the driver's seat and took off.

But just when Cooper was about to take his seat along with Ben and Gwen he suddenly noticed that the other two were giving him the stare which proved that they still haven't forgiven him about that little incident back during summer. If one would see this now, it would be like starring at the gates of pain itself.

"Umm… you guys still aren't mad at me for that scam about those tickets to the movies, are you?" he asked with a chuckle. But their moody huff sound only made it obvious that they haven't. "Ahehehehe…"

xxxxxxxxxxxxxxxxxxxxxxxxxxxx

After about ten minutes of driving later, the Rust Bucket soon arrived at Ben's school to deliver him off. "Alright Ben, Cooper, we're here" as the three of them exited the vehicle, Cooper was obviously worried. Transferring to another school at such a late hour was very uncomfortable for a young genius kid like him.

"Whoa…" the blonde boy gasped, "This place is way bigger than my last school"

"Trust me… once you're inside, it'll feel like prison without the prison bars" Ben remarked.

As they took a step closer to the school, grandpa Max stepped in to see them off, "Alright Ben… Cooper is new to this school so I want you to show him around and make him feel welcome. (to Cooper) Cooper, you'll be in the same class as Ben. If you ever need any help, just ask him"

"Ok…"

"Just make sure you don't ask him anything about the class" Gwen added putting a smirk on her face, "Cause if you do, you'll only end up getting nothing out of him" Ben simply put out a 'bleh' sound while sticking his tongue out at her.

"Alright you guys, stay cool" Max chuckled at their youth, "I'll come pick you guys by three o'clock. Make some new friends while you're at it, ok?"

"Yeah grandpa, I hear ya" Ben replied boringly like he had heard that line over a thousand times already.

"Oh and Ben…" Max added in, "No, going hero unless it's an emergency" again, the boy groaned out hearing that phrase for the millionth time.

"I heard ya the first thousand times grandpa. Give it a rest!" the boy groaned out again annoyingly.

"Even a billion times wouldn't be enough to drill those words into your head dufus" Gwen added as she returned into the RV. But the girl did have a point though. Ben wasn't exactly the best when it came to listening to other people's words. As Max drove the RV to his next destination, Ben simply turn around to see Cooper smiling at him like a goofball. He hated responsibility and this kinda thing makes his school life even harder. He had enough problems dealing with bullies, teachers and trying to pass through all of his subjects.

As the school bell rung, Ben and Cooper quickly head out to the school to start another day. But little they know that it was going to be one to remember.

The first stop they had to make of course was the lockers. "Alright Cooper, here's the deal" Ben began, "This here will be the locker area. When you get a locker, you come here, get your stuff and get to class. Simple as that" he paused for a moment, letting the information sink into the boy's head. But just when Ben was about to head out, he suddenly bumped onto the principal. "What the? Oh hey there Mr. White"

"Oh Ben, I've been looking for you" the principal noted before turning his eyes to Cooper, "You must be Cooper. Your grandfather called me and told me all about your situation so I got everything ready for you" he quickly took out a sheet of paper from his pocket and handed it to the boy. "I put everything you need to know in this paper. Your locker number and lock combinations. Your classes and the names of every teacher you need to know. (look at watch) Oh dear, I've got to run. Ben you take care of the rest" and without even waiting for a reply, he dashed off… leaving behind a boy with so much more important things to do in his life.

**(Toxic waste dump site)**

Ahh… the local toxic waste dumping area… the symbol of environmental protection, and the place where all the bad human and unnatural chemicals are stored and properly breakdown into molecules for global protection. Some people might see this place as a place where it's environmental friendly, but for one… it was an unprotected goldmine.

As a dumping truck pulled it to drop its payload of unearthly waste to its processing plant, the driver decided to come out and take a break before going back to wherever he came from. "Hey Frank" came one of the worker's voice. "Another load of that old stuff?"

"Yup" the driver replied holding his hat up, "I don't know where these things keep coming from, but as long as I get paid, I guess I could care less"

"I'll go with that" they laughed out loud together. "Alright! Bring in the VAT. We need this thing done by tonight or we can kiss our bonus paychecks goodbye" but just when the machine was about to move in and clean the back of the truck, the vehicle suddenly began to move on its own. "A hey… did you put the breaks on, man?"

"Of course I did… it's just that (roar!!) What in tarnation!?" just before the driver could get back to the truck, a giant beast which looked like a giant cobra suddenly appeared from the back of the vehicle, hissing like it was protecting its nest. "AHHH!!" the workers began to panic and fled the area before anyone could even tell what was really going on.

Just when they thought things couldn't get any weirder, Dr. Animo, dropped in through the roof riding one of his most famed albino gorilla battle tech suit. "The doctor, is in!" he yelled out which terrified the other workers even more. "I hope you don't mind me dropping in like this… because I brought in a few friends of mine for a little drinking party" and before the workers knew it, a large batch of chimeras suddenly tore their way through the wall of the facility roaring and screeching like the animals that they were. "Alright my pets! Drink till your hearts content… for today… we strike at the city of Bellwood!! Mwahahahahahaahahaha!"

But his laugh soon came to an abrupt end when the police sirens came in along with the SWAT van. Apparently the manager of the facility sounded the silent alarm, to notify the nearest local authorities. As the police force blocked the entrance up with their cruisers, one of officers picked out his voice amplifier to negotiate with the professor. "This is the Bellwood City Police Department!! (BCPD) We have the building surrounded. There's no escape! Come out with your hands in the air!"

But Animo was not afraid of the authorities. Heck, he would deny the very foundation of this country if he was given the chance, but right now he had other things to take care of. "Tch… more annoyances" he grinned at his chimeras as they continued to devour the toxic waste, "Well I guess it isn't all a lost. My pets! If appears we have some uninvited guests here today. Please… be helpful and… entertain them for we… will you?" in an instant, six of those chimeras dashed away from their eating places and charged at the police force with such ruthlessness and prowess that they didn't stand a chance.

**(Madison Elementary) (Fourth period) (Gym)**

Back at Ben's school, everything was going just as the boy had predicted. The place was an absolute boredom to Ben. It was bad enough when he had to attend school, but since grandpa Max had asked him to take care of Cooper, his day had gone down faster than a roller coaster traveling a distance of 50mph. The blonde technoid didn't have any problems here in school since he was already good with everything, including math. The only subject he wasn't good in of course… was gym. He was more of a brain person rather than brawn which Ben had plenty of.

And sadly today, the coach of the gym decided to play a little game of dodge ball to get the kids to learn the meaning of pain… literally. As usual, Ben was paired up against the toughest guys in school due to his fame of being the MVP of the basketball team. He always was picked off by the other kids because of his strangeness, but to add insult to injury, Cooper was paired up on his team as well.

"Alright class!!" the coach called in, "We'll be playing your standard rule dodge ball game. That means, the last team with a man standing, wins! Now go!" and with a blow of a whistle, the students began pounding each other with the rubber ball, thinking of something like sport. Some students find this sport to be too barbaric for them due to their weak bodies, but the tougher kids finds this just to be a great excuse to hurt others without being shouted at in return.

"So… how does this game work again?" Cooper asked Ben.

"What? Haven't you ever played dodge ball before?" Ben looked back a little surprised of the question. Who in the world doesn't know about dodge ball?

"I've only heard about it. I didn't exactly go to gym classes back in my old school"

"Man… you seriously need help" but before Ben could resume, one of his team mate shouted. "Heads up people!" which meant that it was time to keep your head down and move.

Tips about dodge ball:

Keep moving! (Be a moving target so that you won't get hit easily)

Aim for the body! (Obviously it's the easiest part to hit due to its large size compared to other parts and it also reduces the chances of serious injury) Trust me… I bled through the nose once before.

If you're weak play with the strong and if you're strong, play with the weak! (Numbers do count on this game so team work is essential)

When you're out, you're out! (Don't be a sore loser when you get hit by the ball. When you get hit and no one notices, it's best to just go out now… unless you want to get socked up in the stomach a few more times… hey it's your funeral not mine)

Unlike the rest of the group, Ben was practically a natural in this game. He was agile and strong in his throw and thanks to his precise accurate shooting practice during his time in basketball; he could practically hit two people in one strike. He was a natural. But for Cooper, everything here was new to him. The blonde boy only knows the rules of dodge ball but never exactly played it. He was more of a study, mechanical guy who loves to tinker with machines and computer. He had the body strength but not the confidence to use them.

"Man, talk about two on one" Ben groaned as he continued pounding his opponents, "This feels like twelve on one" the game he was playing was definitely too rigged up against him for some reason but he couldn't care any less about that. He had dealt with greater odds before but without using his Omnitrix, it was definitely a totally different story.

"That Tennyson is too strong!" JT, the bully with glasses stated to his close friend Cash. "He's wiping out team clean!"

"Then we'll just have to pound him" Cash replied smashing against one of the throwing balls. "Everyone, aim your fire at Ben!" and the troops complied with his orders. Seeing that Ben was the strongest one amongst them, he was likely to be targeted first.

"Hey Cooper, catch!" Ben tossed a ball to the blonde boy as he dodged another three shots from his opponents. "Uhh… what am I supposed to do with this?" Cooper asked a little confused.

"Throw it!" Ben yelled. And Cooper did just that, except that in the midst of his panic he did it with his eyes closed. The ball flew right out of his hands, but instead of hitting one of the opponents, the ball flung right onto Ben's face, earning him a black eye. The last thing the poor kid ever saw was a big rubber ball heading right onto his face.

**(Time skip) (Lunch)**

Right after gym period, Ben and Cooper later arrived at the cafeteria to get themselves some nice warm food and an ice pack to lessen the swollen on the boy's right eye. After another few minutes of waiting in line, the two of them arrived in front of Doris Dalton, the kind black skinned café worker who was also an ex-Plumber. "Hey there Benny boy, what can I get for… GREAT St. Anna! What happened to your eye?" she yelled out the last part after noticing his swollen eye.

"Don't ask…" the boy groaned as he silently took his lunch and sat in a lonesome corner on one of the tables. Cooper was about to join him to apologize what happened during gym when suddenly, Cash and JT appeared and snatched him out of the area.

"Hey new kid" Cash, the tall bully stated, "Why don't you hang out with us instead of that Tennyson? We'll show you around and let you know all the cool kids around school"

"Yeah… Cash here knows everything you need to know about this school" JT added with a smirk.

But surprisingly, Cooper declined, "Sorry, but I think I'll go over with Ben and his friends"

"Oh don't bother" Cash stated as he turned to Ben who was quietly eating his food at the edge of the table. "The guy's a total nutcase. He doesn't have any friends here. The only friend he ever had here would probably be his imaginary friend ahahahahaha" another bunch of student joined with the laugh, but luckily for them Ben wasn't exactly in ear shot to hear the conversation.

But this only intrigued Cooper for some reason. He expected Ben to have tons of friends because of his super cool Omnitrix, but Max probably forbade him to use it. He knew that Ben wasn't the most popular guy in school but he expected to see at least one or two friends with him. But as he looked at the boy now… he just seemed to be like a lone wolf trying not to involve other people into his life. As he left to join him on his seat, he could still see that the boy was pissed about his black eye. "Mind if I sit here?" he knew that Ben would say no, but surprisingly, Ben didn't mind at all.

As they sat there together eating lunch without a care in the world, the rest of the crowd couldn't help but notice them. Ben had always been a loner for some reason and he never accepted anyone onto his table… yes HIS table. At the edge of the cafeteria near the door leading towards the kitchen was a single dirty table which Ben found to quite convenient. Not only was no one sitting there, it also provided him the first to smell what was to be on tomorrow's meal. Doris, the cafeteria lady would also come by once in awhile to give him a little extra grub too.

The meal went on without much mishap for Ben and Cooper, unless you could take the constant glaring as normal. After a while, Cooper would hear whispers and spot stares from the other students looking their way. Was it really something strange to be sitting near Ben?

"Hey… that new kid is sitting near Ben…" came one of the students.

"Yeah… no one's ever done that before" came another.

"They must be weirdoes"

"Yeah… I guess weirdoes stay with one another (chuckle)"

And the list went on and on…

**(Time skip) (After school)**

As the last bell rung, signaling the end of another boring day, Ben turned his attention to his bag and began packing his books. It's not like he reads any of them anyway. He mostly just spends his time dozing off using his thicker textbooks to support his chin during class. Listening to lectures and other classes wasn't exactly on his top ten favorite things to do so he mostly just acts silly like he doesn't have a care in the world.

When the last of his books were safely tucked away, the boy swung his bag to his back and walked towards his locker to get some of his things done.

"Hey Ben, wait up!" the boy's eyes then darted towards Cooper who was still busy getting his notes into his smaller sized backpack. He never thought that his first day of school would be this hard so he didn't exactly prepared himself. Just when the kid was stuffing the last of his books into bag, the zipper got loose and all the things inside came flying out like a tidal wave.

Ben let out a sigh as he knew it would take forever for him to finish, so to save the trouble of packing, he went in and help the little guy. To say the least, Cooper was a little surprised to see Ben help him. From his first impression of him when they met during the summer vacation was that he was someone who would only think about himself… like a glory hog or something. But now that he got closer to him he began to realize that Ben was just another human who considered himself different from others.

"Sorry about today" the blonde boy apologized, "I guess I kinda messed up your Thursday afternoon huh?"

But Ben simply shrugged, "Not really. It's kinda the same. Nothing new happening"

Cooper looked at his eyes trying to find some truth in those words, but all he could see in Ben's eyes were just plain green. It's like those two pupils of his were like crystals, reflecting every mind reading technique making it was impossible to see or hear what he was actually thinking.

"Hey Ben" the technoid said finally, "I've been wondering…… do you have any friends around here?" but before the boy could reply a sudden rumble occurred right outside the school, making the students go into panic. Ben and Cooper noticed this and quickly looked out the window only to see a bunch of Chimeras attacking the surrounding buildings with their fangs and claws. "How come I get a feeling those guys aren't the school mascot"

"Because they're not" Ben replied before turning his attention to his Omnitrix. He first looked around to see if anyone were in ear shot. After he closed the door and hid behind the teacher's table he pressed the switch and turned into Diamondhead, the diamond alien. "Oh yeah… it's hero time!" and right on cue, he leaped right through the window, creating a large hole on the wall.

"Man… I'll never get tired of that" Cooper smirked as he watched the boy hero beat the chimeras to a pulp.

Just as one of the cat like chimeras was about to sick on some of the kids, Ben (Diamondhead) quickly leaped out into the open and fired a couple of shards right at it, distracting its attention from the children.

"Hey look! It's that diamond alien guy!" came one of the student's voices. "Go dude!"

"You kids get out of here!" Ben ordered, "I'll handle these creeps!" and just then, the cat chimera stood up from its lying position and hissed at him. "Here kitty kitty kitty… want a little diamond hard, knuckle sandwich!?" and with that, Ben socked the chimera right on the chin, sending it towards the school bus, knocking it out completely. "Bad… kitty…" but just when Ben was about to gloat on his victory, another six of those evil creatures appeared out from the other buildings, roughening up the odds. "Man… I guess when one falls, another six comes to take its" he joked as he prepared himself for battle.

As Cooper saw this he knew right away that Ben was going to need some help. He noted that those six creatures were just a small part of a bigger army terrorizing the whole city and he didn't think that Ben alone was enough to stop them. Luckily for him, Ben showed him where the science room was right before the fight began. With a plan to help in mind, he sprang from his position and quickly head towards the science room only to find it deserted. "Ok… let's see now. Man… there's got to be something here I can use…" he then turned his attention towards a nitrogen tank, a fire hose and a Bunsen burner. "Bingo……"

Back outside, Ben was having a time of his life… literally. He knocked back two chimeras down, but the larger ones were actually his primary concern. "Man… I guess size does matter around here" he groaned out loud before creating a wall of crystals to block the creature's path. He knew he couldn't take them all on at once so he decided to make a strategic withdrawal back to the school hallway and locked the door behind him. Luckily for him, the students seemed to have vacated the school premises already. "This is so not cool" just as the boy was about to head on out to get some advantage against his opponents, his communicon began to beep. "Hello?"

"Ben!" it was grandpa Max who called, "There seems to be a large army of chimeras attacking the city"

"Oh gee… really? I didn't even notice" Ben replied sarcastically.

"Gwen and I are heading towards your school right now" Max added, "Is Cooper with you?"

The mere mention of that name quickly got Ben thinking about him. "Can you hold for a second?" he replied as noted the door breaking down into pieces, "Uh… grandpa… I'll call ya back in a minute" and with that he dashed off towards the room where he left Cooper a few minutes ago. "Cooper! Cooper, where are you?!" he searched room by room hoping to find the little blonde boy and hopefully has not become chimera chow. "Oh man… this is not the time for hide and go seek"

But just when Ben searched through his home room, another swarm of chimeras poured in from the roof, attacking him all at once. "Great… more of you guys" he gritted his teeth and knew right away that if he was going to save anyone, he was going to have to get these guys out first. "Well… if you're asking for it… then I guess I'll just have to comply… HYAAAHH!!" his diamond hard skin was nearly impenetrable by the chimera's claws and super enhanced strength. One after another, the creatures kept piling up more and more like a batch of flies against an electric flyswatter. "Next!" he yelled out to them.

But just as three more of them were about to charge in, a huge surge of fire appeared right behind Ben, torching the animals away. "Sorry… but I like my meat extra crispy, thank you" when Ben shifted his head back, he saw Cooper holding something that looks like a flame thrower made with equipments found in the science room.

"Cooper?" Ben raised his eye a little bit surprised to see him armed and extremely dangerous. "Where did you get that thing?"

"Oh this little thing?" he gestured to the nitrogen tank strapped to his back, "Just a little something I cooked up at the science room. It's got enough to burn a hole right through those things like a chainsaw"

"Heh… I guess you really do have talent in this" but just when they thought that it was over, a sudden roar pierced through their ears causing them to jerk their heads towards the window. "What was that?!"

"Dunno…" Ben replied honestly, "But I have a feeling it an't the pizza delivery" as they looked outside the school ground, they noted that the group they had just fought was probably just the tip of the iceberg. Outside the school were hundreds of chimeras all in different shapes and sizes and drools coming out of their mouths.

"Whoa… where did these things come from?!" Cooper was absolutely shocked to see so many of those beasts here. Back when he first ventured with the Tennysons he only fought against ten super villains and now he's gonna face off with a hundred mutant animals. Gee… talk about the odds.

"I have one good guess" Ben huffed, "Dr… Animo"

"You mean that guy with those strange animals we fought back in Mt. Rushmore?"

"The one and the same" Ben replied readying himself for another fight, "And it looks like he brought himself his own zoo too" just as he was about to charge in, Cooper stopped him. "Hold on a minute! You're not seriously going back out there, are you?!"

"If I don't, a lot of people are gonna get hurt" the boy replied heroically, "Besides… I'm used to tough odds anyway. I'll just have to hold them off until grandpa and Gwen can get here" and with that, he leaped in towards the center of the playground and grinned at his enemies. "Alright you little mutated freaks! Time to get down… and dirty…"


	19. EP 6 P2

Chapter 2: The Coop

**Chapter 2: The Coop**

Ben (Diamondhead) was once again fighting for his life against a legion of mutant animals that Dr. Animo had created. He really hate to admit it but this was really kinda getting redundant for him. Every day it was same old same old. Mutant animals, fish mutants, farm animals mutants… they were all the same! For a man of science… he really didn't have anything original anymore.

"Alright, bring on the next one!" Ben shouted out as he took down another six of those monsters to the ground. And just as he requested, ten more mutant animals showed up to do battle. "Come at me. There's plenty of Ben to go around!"

While Ben was busy fending off the enemy like a true super hero, Cooper couldn't help but admire the guy from a distance. Even against such heavy odds, Ben would charge out against them without a second thought and without even concerning himself of his own safety. It was either he was just wanted to fight or he wants to protect everyone whoever shunned him. But at that point, Cooper could care less about that. He still believed that facing against an army like that without any fear or remorse was a feat that the boy should be proud of. After loading up some gas and making sure the Bunsen burner was on, the blonde technoid charged in with his school-made flame thrower and torched half the playground to ashes. "Hey, leave some for me!"

To say the least, Ben was surprised to see the technopath joining him for the fight, "Cooper?!" he yelled, "What are you doing? Get back inside the school, now!"

"What? And let you have all the fun? In your dreams!" and with that last phrase, he silenced the conversation once and for all. With a half god hero and an incredible mechanist genius… those animals didn't stand a chance. Ben and Cooper used the buddy tactic system, switching from one side to the other, watching each other's backs like they had their own back eyes. The mutant aliens that Animo sent against them surrounded the two boys from all corners, but even that wasn't enough to fight against Ben Ten.

Little did the two of them know… that the students of Madison Elementary were watching close by. They couldn't believe what they were seeing right now. The alien and mutants were more than enough to get them confused, but after seeing Cooper build a weapon out of stuff from the science room they couldn't but wonder. Has the world gone mad?

"Whoa… look at them go!" Cash said in awe as the heroes continued their struggle against the enemy. "Hey, that new kid is fighting with the alien guy!"

"Awesome… he's like a……a…… a super side kick or something!"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

On top of a roof building not far from the school, Dr. Animo, the scientist responsible for this attack was starring down at the city as his mutant army caused chaos all over the city block. "Ah yes…" he grinned evilly as he rode on his favorite bat like chimera, "Screams, chaos, panic! All in the name of science! Isn't that right my pets? (quaaakkk! Roarrr!)" but just as he was enjoying the scene of his terror, he suddenly noted that there was a commotion happening at the elementary school a few kilometers away from his position. "Hmm? What's this? A few stragglers, trying to deny my genius?" but as he looked at who his pets were fighting he immediately grew out an evil grin. "Well well well… if it isn't Benjamin. What a surprise"

With a blow of his whistle, six of his pigeon chimeras soon took flight and flew towards Ben's position.

But then suddenly, he noted another presence fighting, "Oh and what's this? Another Tennyson? No. Hmm… interesting… it's the boy that I fought back in Mt. Rushmore. The cybertronic human! Yes… that's what I need!"

xxxxxxxxxxxxxxxxxxxxxxxxxxxx

As Ben saw the enemy's aerial reinforcements approaching he quickly fired a volley of crystal shards at them causing them to break formation. "Geeze… pigeons… I hate pigeons…" he groaned out loud as he punched another one of the chimeras down to the ground. "Cooper, you get those kids over there out of here! I'll hold them off!"

"You can't take them all on by yourself!" Cooper reasoned, but Ben wasn't gonna listen, "This isn't the time to argue! You're the only one around. Get those kids to the gym and barricade yourselves. I'll buy you enough time" knowing well about Ben's hard headed reasons, Cooper hesitantly dropped down his weapons and head to where the students were. "Everyone, follow me to the gym! Hurry!"

The children didn't exactly know what was really going on but if the kid says so then what the heck?

And as Ben promised… he bought enough time for Cooper to evacuate the remaining students. He used his crystalic abilities to the fullest by making blockades, showering the enemies with shards of crystals, heck, he even made a mace out of a chunk of diamonds and began whacking them one by one. "Alright you overgrown meatheads! Who wants some more?!" after showing his prowess might over and over again and again against such powerful enemies, the animal instincts that were still inside the mutants began to react, telling them to pull out and fight another day.

"Ben!" the boy jerked around and noticed Doris Dalton and Principal White in their Plumber uniform.

"Doris? Principal White?" the boy quirked, "What are you guys doing here?"

"Sorry for the late backup" the cafeteria lady smirked as she pulled out a plasma rifle from her back, "I had to clean the kitchen from some giant mouse that came through the back door. I ran into White here when I heard you were fighting out here"

"S… sorry about the delay…" the principal stuttered, "I had a hard time fitting into my uniform again"

But just before they could continue with the conversation any further, another voice showed in, causing them to jerk their head towards the center of the mutant army's line. "Well well well… if it isn't my old friend the Tennyson. Shouldn't you be in school?"

"School time's over, Animo!" Ben shot back cuffing up an iron fist, "But I guess there's enough time for one last biology class. The extra credit… is pounding you to the ground!"

"As much as I like to toy with you Benjamin, I'm afraid that my pets want first bite at you"

"You guys head of the gym" Ben ordered the two Plumbers, "I'll handle these animals myself" but just when he was about to resume his fight, the Omnitrix symbol on his chess began to beep red and before he knew it, he was back to being Ben Tennyson, the human. "Oh man… why now of all times?!"

"Looks like your luck has run out!" Animo laughed out as he ordered his 'pets' to attack, "Sick'em my lovelies!"

"Ben, this way, hurry!" the principal shouted as he hastened his way towards the gym, "We'll lose them through the track field!" Doris, the café lady provided some covering fire with her weapon, but her plasma rifle alone was not enough to take them down. "Come on, this way!"

The chase of cat and mouse went on and on for about five minutes until Ben and the Plumbers finally arrived at the track field. They hid through crates and barrels, move from one room to the next, but the mutant animals just kept busting in through the doors and walls of every room they went into. After another ten or so minutes, they came to the third hallway of the school.

The three of them panted like dogs, crouching down on their knees exhausted from all the running. Ben was still fine since he was still young and fresh, but Principal Ed White and Doris were not exactly in their tight suits anymore. "Do you think we lost them?" asked Ben to the others.

The principal wiped the sweat off his bald head for a moment before looking back up, "Somehow we did it" he said playfully, "Come on now… let's join the others in the gym" but just when he was about to take the sharp turn towards the science lab, Animo appeared, riding another one of his 'pets'.

"Class… is in session!" the mad doctor exclaimed as he moved in.

The three heroes quickly made their way towards the previous room, but it was already too late. The doorway back had already been occupied by another one of Animo's creatures. With both ways blocked out, Ben quickly turned to the boy's bathroom and remembered that he had a secret stash of supplies in there. "Follow me!" he pulled the principal in but Doris was a little unsure. "Doris, come on!"

"I an't going in there!" she shouted back, "That's the boy's room. There an't no way I am ever gonna step into th…" but Ben pulled her in before she could even finish her sentence… and luckily too, because if she stayed there for another millisecond she would've lost her head right about now.

"So what now?" Ed White asked as he locked the bathroom door.

Ben looked around for a moment, checking each and every toilet hoping to find his old supply stash. "Come on… where is it?" after looking at the last toilet, he suddenly spotted his signature plastered on the toilet cover. "Aha! Here it is!" in a move that would even confuse even the very gods themselves, Ben removed the water tank behind the toilet and pulled out a plastic bag filled with fire crackers and several other prank equipments. "These things will just have to do"

To say the least, Ed and Doris were a bit amazed. To think that Ben would actually be able to hide such dastardly equipments in school ground without anyone knowing where it is……… I guess this explains how he was able to pull all of those pranks back in the days.

"Whoa" Doris said amazed, "How you get all these things in here?"

"Oh I had my ways" Ben replied with a smirk up his lips, "This toilet's been broken since last year so I decided to put some stuff in here"

"I'll have to remember to get a real plumber to fix this" the principal added as he looked through the equipments he brought out. "But how are we going to fight off those things with just a bunch of fire crackers, fun sprays and a pack of chewing gum?"

"They may be look like mutated monsters, but they're still animals" Ben explained, "I learned how to scare away animals when I was eight years old. Loud noises and things coming out of spray cans always does the trick"

"Are you sure it'll work?"

"It's better to try it now then doing nothing at all" Doris reasoned, "So how do you work with one of these?"

**(School gym)**

Back in the school gym, Cooper was busy rallying the students into building a barricade to stop the animals from getting through the doors. He pulled everyone through and got them to cooperate with the resistance by piling up lockers, crates and chairs to make a little blockade of their own.

"Alright everyone, gather around!" the blonde boy called up to them, "We'll make our stand in the basement. Come on" but just as he slowly guide the students towards the lower floors, one of the mutants decided to drop in through the roof, making the children go into panic. But Cooper did not falter. Instead he looked around to see if there was anything here he could use to fight against this monster… and by lady luck's will he set his sights onto a soda vending machine.

With a little focus of his mind and a little twist of the machine's mechanism, the vending machine began shooting out cans like it had gone berserk. The mutant animal that tried to attack kids saw the cans flew right at it and then piff pow and smack… it was knocked out like a light. "Yeah! That's what you get when you mess with the Coopanator! (to the students) Everyone, hurry! Inside the basement!" with the mutant beast knocked out cold, the students quickly rushed into the basement in hopes of finding refuge from this chaos.

After making sure that the last of them were in, Cooper quickly got to the other side of the gym to find where Ben was.

**(Back with Ben and the Plumbers)**

Ben, Ed and Doris armed themselves for battle with fire crackers, fun sprays and a few packs of chewing gum, Dr. Animo began his siege onto the door of the bathroom. "Are you guys ready?" Ben asked as he chewed a whole pack of gum in his mouth. The two adults were doing the same too but weren't quite used to having a whole pack of gum in their mouths. Their reply was so mixed up that Ben couldn't exactly make up the words. "I'll take that as a yes"

And just when Animo's pets broke through the door, they quickly threw out the fire crackers to pop in some smoke. And just like Ben theorized, the animals began panicking through the sound of small-loud explosives. "Let's get out of here!" Ben yelled out to which they gladly followed. Again another chase began, and with the hallways and school ground filled with Animo's creatures, it was difficult just trying to stay alive.

The trio used up everything they had in their arsenal against the first line of attackers and it was just enough just to get them outside.

"You can't run from me Tennyson!" Animo yelled out riding his pet were-bat. "This time, you shall meet your end"

"Oh I don't need to run" Ben mocked back at him, "I can you on right here right now"

But Animo simply laughed at his bluff, "HA! You? You and what army?" Benjamin didn't really have to point out the obvious because when Animo looked what was behind the boy's back, his body literally froze like he had turned to ice.

Behind Ben was Grandpa Max, Gwen, Oswald Hudson and the entire regiment of the Plumbers… all friends of the Tennysons…… well… all the… really… really old friends that is. "Does that answer your question?" Ben countered folding his arms with a grin.

With Animo cornered and outnumbered for once, he took a gulp of his saliva and thought that a retreat would be the best course of action against this fight.

Oswald then took to the field with a grin on his face, "Alright troops… ready… aim…… and…"

"RETREATT!!" Animo yelled out finally to his minions. He then grabbed onto one of the mutated pigeon's legs and flew up high away, "I'll be back Benjamin, and the next time… you won't be so lucky! You can count on it"

"Bring it on anytime, old man!" the boy yelled back grinning ear to ear.

**(10 minutes later)**

When things started to quiet down a bit from the recent attack by Animo and his pets, Ben, Gwen, Cooper and Maxwell regrouped with the other Plumbers to discuss what had just happened. Today had just been a strange one for the Tennysons. Not only was this attack completely unexpected by any of them… but it was also completely meaningless. Animo wasn't the kind of person who would just go to people's town just to destroy it. Usually he would have a more sinister plan like… turning the world's chicken population into T-rexes…

Science proven: Chickens are related to the great dinosaur T-rex. But I don't have a clue why

"Thanks for the help Oswald" Max shook the hand of his ex-boss as they prepared for departure.

But the old Hudson simply waved it off, "Oh don't mention it. It's nice to finally see some good old action once again. Anyway, I'm taking the rest of the Plumbers here for a little routine patrol around the city to see if there are any of those mutants left behind. I'll call you if anything comes up"

"You do that" Max replied turning his head to Cooper and his grandkids, "I'm taking the kids back home"

While the oldies were busy chatting near the Rust Bucket, Gwen suddenly noticed Ben's little black eye that he got from Cooper today. "Whoa… what happened to you?" her words betrayed her reaction when she giggled at him jokingly.

"Don't ask…" Ben huffed crossing his arms.

After the rest of the Plumbers disburse from the area to hunt down the remaining mutant animals lingering in the city, Max decided that it was time he took the kids home. With all the craziness that's been happening, he knew that a little calm and peace can help these kids relax. Once they all boarded the Rust Bucket, they immediately drove off.

"So grandpa" Ben questioned, "Any news on Animo?"

"Not exactly" he answered while putting the RV on autopilot, "This whole attack on the school was just a diversion. While you were busy fighting off Animo, some of his mutated chimps stole a lot of electronic equipments from downtown" but of course Ben knew that that already. He knew that Animo wasn't the kind of person who would attack blindly at a random city by choice. It just wasn't his style to cause chaos and mayhem to an entire city block.

"So what does he plan to do with all those junk?" Gwen asked.

"I don't know…… and that's what really bothers me"

**(Dockyard warehouse 18) (Animo's lair)**

After that little skirmish back in Bellwood city, Animo returned to his secret hideout in an abandoned warehouse over by the dockyard which he transformed it into a lab filled with all of his evil gizmos and gadgetries. When he and his army of mutants returned safely to the warehouse, the evil professor grew out an evil grin as he saw a group of his finest mutated chimps carrying some electronic hardware on their mouths.

He approached them and slowly analyzed every piece of equipment they brought him. "An excellent work again… my pets" he said finally, "You have done just as I thought you would do. With this I will now be able to perfect… my cloning device" he then walked towards a giant machine which had two identical beasts roaring inside of it. "Patience my lovelies. For once I install these devices into the computer circuits, you shall become the perfect clones! But I need one more thing……… a nuclear power cell…"

**(Back with the Tennysons)**

The trip back home was a lot more difficult than Max thought it would be. What was supposed to be just a few minutes ride turned into a half an hour traffic stop with no pit stops along the way. The damage caused by Animo's minions was more severe than he had imagined it would be. Not only did the madman attack the downtown area, but he also attacked the local police station and the fire department thus making the authorities unable to send aid to the other areas.

But Max didn't mind the long run. His grandkids were enjoying the ride and Cooper seemed to have gotten himself two partners to play with. They were playing with a deck of cards and they seemed to be enjoying every moment of it. It was like the incident that happened a few hours ago didn't even happen. As he looked back at them, a sad thought came into his mind… one that would make him wonder for the rest of his life.

Usually when an attack of this scale happens, kids like Ben and Gwen would usually go into panic and run around like scarred ants that had lost their queen. But now, they have gotten used to war and battles. Ever since he brought his grandkids through the countryside all summer long, they had changed considerably like they had undergone some sort of a secret military training routine. They were no longer the sweet innocent children that he knew last year… instead they had turned into living weapons capable of leveling cities if they wanted to. Ben had the power of more than ten dangerous alien species in his Omnitrix. Gwen could summon lightning storm out of her hand and her tactical skills made her all the more dangerous to her enemies.

Max didn't want to admit it, but as he looked back at the experience they had during their summer vacation, he could tell that those two grandkids of his can actually take out the entire Plumber organization if they wanted to.

"Max, Maxie, are you there?" the old man's thoughts shook right off when he noticed his radio chattering at him. He recognized the voice as Oswald. With a flip of the switch he turned the tune in.

"I'm here Oswald" Max replied, "What's up?" a computer screen suddenly popped up from the air condition slot and Oswald's face was on it.

"We've just finished rounding up the last of the mutants in the city and we've managed to de-mutate their DNA structures" the boss of the Plumbers explained, "But that isn't the craziest news yet. When we analyzed their DNA, we found more than six of them have almost identical structures"

"So you're saying their clones?"

"Almost…" Oswald replied holding his chin up, "The clones aren't as thoroughly strong as the original copy due to its unstable energy system. I'll have some of my men look into it. But if these things are really clones then that would explain how Animo was able to get so many of them. You'd better be on the watch for any activity. Call me if you need help" but just when Oswald was about to hang up, one of his Plumber agents whispered to his ear about something.

"Is something wrong Oswald?" Max wondered as he noted his old boss's expression.

"It seems like some of Animo's mutants are attacking a nuclear power plant facility near Washington" he briefed back.

"You mean the nuclear power plant that they never finished?"

"The very same. I'm sure he's there looking for power rods for his cloning machine… if he has one that is. Would you mind going there and check it out for me? My men are all tied up at the moment"

"Sure Oswald, I'll see what I can do" and with that he hung up. "Kids, you better strap yourselves in because we're heading to Seattle. Animo is attacking a nuclear power plant there"

"Oh, can I come?" Cooper asked with his eyes sparkling. Max then suddenly remembered that he had a third passenger now and he didn't exactly had the power to fight against monsters"

"Sorry Cooper, but you're gonna have to sit this one out" the old man stated, "I'll drop you by your house and pick you up again tomorrow. Besides, Ben and Gwen have more experience in this" he couldn't believe he just said that. To think that he would actually use his grandkids as weapons was just unimaginable. He hated himself for doing that, but the circumstances demanded risks.

"Oh come on!" the blonde kind whined, "I helped you guys out before. I even helped Ben here fight off those alien guys"

"Sorry Cooper, but if grandpa says no… then no" Gwen lectured, agreeing with grandpa Max. "Besides, it'll be much safer with just the three of us"

"Oh man… no fair" a few minutes later, the soon arrived on the door of Cooper's house which was surprisingly only a few blocks away from Ben's place… they were practically neighbors in the neighborhood. But just as Cooper got out of the RV, a sudden thought came into his mind.

"So what do you think Animo wants from that nuclear power plant?" Ben spoke up finally after being silent for so long. Max quickly pulled out a scanner and initialed a theory of cloning. "Well if he's building what I think he's building… then he'll probably be after the nuclear power rods from the main nuclear reactors"

"But didn't the government confiscated all nuclear rods from the power plant?" Gwen tilted her head aside as she remembered reading something about that place in the World Wide Web.

"That was years ago" Max answered, "A new company tried to resume the project and unfortunately Animo wants his hands on those rods"

"So what are we waiting for?" Ben smirked, "Let's hit the road!"

And with that, the trio Tennysons strapped themselves in and drove off in turbo mode… little did they know… that Cooper was hitching a ride on the roof strapped with his own belt.


	20. EP 6 P3

Chapter 3: Power Up Power Down

**Chapter 3: Power Up Power Down**

**(Seattle nuclear power plant) (07:30 PM)**

When the Rust Bucket came to a full halt at the main entrance of the nuclear reactor, the Tennysons quickly came out to see what the damages were. But surprisingly for all of them there wasn't a monster in sight. No mutated pigeons, no half pig-half dog, nothing. Just a broken down door and some claw marks on the wall of the building.

"It's quiet… too quiet" Gwen noted as she looked around the building. Max nodded in agreement and immediately got a bad feeling about this. He could've waited for Oswald and his buddies to get here, but right now he had to make due with what he's got. The old man quickly grabbed a couple of laser pistols from the secret storage hatch and holstered it down his many pockets. "We'll cover more ground if we split up. I'll go this way. Gwen, you stay with Ben and look on the lower floors. Report in through your communicons if you find something"

But just when Gwen was about to follow Ben in, the boy held his hand up to stop her, "I'll be fine on my own grandpa" he stated, "I think Gwen should go with you instead" and without even waiting for a return argument, the boy headed off, leaving behind two annoyed family members.

"One of these days, he's gonna wish he had me around" Gwen grumbled as she followed Max inside the power plant.

Just as the Tennysons were out of earshot, Cooper soon dropped out of his hiding spot and decided to follow Ben's point of entry. The boy would definitely attract more attention than the other two which was pretty obvious. Ben was like a magnet that drew trouble even if he didn't want to.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Inside the facility, everything was just as Ben expected it to be. This wasn't his first time being in a nuclear reactor power plant, but it still gave him the willies knowing that this place could contaminate anything or anyone if not properly protected. There were large storage tanks for toxic waste and several computer rooms which the boy didn't have the slightest clue on how to operate. As he slowly made his way through the catwalk leading to the security room he found the place to be oddly quiet.

The place definitely reeked of an ambush but it was possible that Animo may have gotten what he came for and scrammed already. But whatever the case, he still needed to see if there was really any trouble. The mad doctor tends to leave his signature somewhere around here somewhere and it would usually be at the scene of the crime.

As Ben slowly entered another security room, he found out that the whole place had been abandoned and not a single guard in sight. The guards that were supposed to watch the security monitors were all gone and their weapons were still hanging around the locker area. Ben was beginning to hate this situation more and more as he continued his search. But just when he was about to leave the room, he noticed that there was a map of the entire complex stuck to the wall of the room.

He gazed at the map for a couple of minutes trying to figure out where he was. After another check he suddenly found out where the main power core was stored. "The main power room… if that's where they're storing those power rods then Animo must be heading there as well" he resisted the urge of calling Gwen and grandpa Max through the communicon… because if he brought them there then they would be putting their lives at risk. He put the communicating device back into his pocket and slowly turned towards the direction of the main power room.

But then suddenly, his arm got caught in some kind of spider web. "Ugh! Man, the janitor must've had the day off today" he groaned before pulling himself away from the web. But then he realized that no normal spider could actually make web as strong as this. It was stickier and way most moistening than the regular ones. He knew this because he gets to clean the attic of his house every once a month. "Giant spiders? Oh man… talk about original…" he grunted out before pulling out his communicon. "Grandpa, Gwen, there's something not right about this place. I've got a feeling Animo might've brought in some mutant spiders"

The radio frequency was silent for a few seconds before Max finally replied, "Uh yeah… I think we know that already…"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Deep within the basement of the facility, Max and Gwen were facing a whole pack of giant spiders the size of a Panther Tank with eight large legs that looked like it could tear a car in half and fangs drooling with poisonous toxic waste. At first Max and Gwen thought they were done for, but after a few minutes… they realized something about the mutant spiders.

"Hey wait a minute" Gwen whispered as she moved to a different location of the room. The spiders didn't seem to notice her so she took a small chunk of coal and threw it at the ground near one of the spider's position. The mutant animals quickly rushed to that location for a few seconds but when nothing happened they simply returned to their original positions again, "I think these spiders are… blind"

"They must be relying on quick movements and sound" Max realized before switching to his communicon. "Ben… whatever you do. Don't make any sudden movements or noises. The spiders are attracted to sound"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"If that's the case… then I know a great way to attract them" Ben smirked, "Where are you guys now?"

"In the lower basement level" Max answered.

Ben quickly scanned through the map he inspected earlier and noticed that grandpa Max was just two rooms away from the main power room. "Grandpa, you're close to the main power room. Just get through to the control panels on your and you should get to where Animo is"

"Yeah, but how are we supposed to get pass these things without getting eaten or bitten?" Gwen added sarcastically.

But Ben simply grinned as he turned the knob of the Omnitrix. "Leave that… to me" and with a press of a button he quickly turned into Benwolf, the super sonic sound amplifying Yenaidooshi. "Alright… time to make some noise" he quickly made his way towards a small room where it was easy to defend… and after a few testing coughs, he began to do the wolf howl on the full grown moon. "AWOOOOOOO!!" the sound vibrated through the pipes and metals lines across the facility creating a strange and annoying rhythm. The wolf's voice was so loud that even mirror glasses broke and iron chains shook in its wake.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

When Gwen and Max heard the super sonic sound of Ben's they pressed their hands on their ear and endured through the sound. But when the mutant spiders heard the noise they immediately began scampering like an angry hive of bees provoked by an attacker. Before the two Tennysons knew what was going on, the spiders were already gone.

"Looks like Ben really got their attention this time" Max noted as he turned his flashlight back on. Even though he was still worried about Ben, he knew that the power rods were more important.

"You think Ben will be ok all by himself?" Gwen asked a little worried.

"Ben can take care of himself. Right now we have to worry about those power rods" Max insisted as he entered the power core room. From there he could see Animo working on how to get one of the power rods out of its sockets. "Freeze Animo! Consider yourself busted!"

The mad scientist simply looked back at him with his elite pets and grinned, "Ahh… Maxwell… so good of you to join us. I was just about to win my Nobel Prize"

"The only prize you're getting with be handcuffs and black and white T-shirt stripes" the old man shot back aiming his weapon at him. "Step away from the power rods and come peacefully" but obviously the mad man wasn't gonna comply. Where will all the excitement be if he just gave up?

**(Example)**

Animo: "Alright Tennyson, I know the moment you stepped into those doors that I am beaten. I humbly surrender my self to you!"

Maxwell: "Good! Now tell your mutant friends to do the same"

Animo: "Why of course. My pets, surrender! (Max put the handcuffs on Animo and placed him in the police cruiser)"

Maxwell: "Take him away boys!"

Police Officer: "Yes sir! Thank you for your help Maxwell"

And with that ends another reign of terror from Animo, which he was wise enough to surrender to the Tennysons and their might.

**(Back to reality)**

As Max threatened the professor with his weapon, Animo quickly waved his hands up to signal his pets, "Allow me to introduce to you my two fine chow chow puppies Tennyson. They're my favorite. My pets… I found some new toys for you to chew on" and with that, the two mutated pups attacked, making Max and Gwen split up.

**(Back with Ben)**

While Max and Gwen were busy dealing with Animo's loyal pets, Ben was battling for his life for millionth time against the spiders that he attracted with his super sonic sound waves. At first he just expected about a dozen or two of those beings, but when the actual numbers appeared, he was surprised to see a swarm of them coming from all sides of the facility.

Thanks to his wolf like reflexes and strength, he was able to avoid the spider web shots and the poisonous fangs of the mutants. But he couldn't exactly keep this fight on forever. Even though he had enhanced stamina, speed and strength… he was still a ten year old boy who could still feel pain.

After fending off a couple more giant spiders from his position with a super sonic sound attack, Ben quickly realize that it was only a matter of time before he exhaust himself to death. He could already feel that he was about to catch his second wind, and it didn't look pretty. "Come on, you eight legged freaks, I'll take you all on even with my eyes closed!"

But little did the boy know that Cooper wasn't far behind.

When the little blue eyed technopath saw Ben down there facing against the mutant spiders, he quickly knew that he had to help or Ben becomes spider chow. He quickly dashed into the primary control room and looked through the controls to see if there was anything here he could use. "Come on come on… there's got to be something here I could use" seeing that it was hopeless, Cooper quickly focused his mind onto the control panels trying to understand the entire purpose of each and every buttons. After a few moments he quickly got an idea. "I got it!!"

Just before the spiders could resume their attack on Ben (Benwolf) Cooper released the power plant cooling vent which turned the temperature in the room to minus-zero.

When Ben saw this he immediately wondered, "Whoa… talk about lady luck…" but just when he was about to head off to where grandpa Max and Gwen were, the Omnitrix symbol on his stomach began to turn blue, telling that another vision was coming by. "Oh man… not again…" after another jolt of pain, he could feel another wave of fluid flowing into his body, further enhancing his abilities.

He could see Cooper inside the main control room just right above him smirking at his own work, but the blonde kid couldn't see that there was another spider right behind him, readying to lay its poisonous fangs onto his neck.

When the vision ended, Ben knew right away that if he didn't act fast, Cooper would soon become worm food in a matter of seconds. "Cooper!" he yelled out before leaping through the control room. And with a single movement of his arm, he cut the giant spider that was about to attack the poor boy… in half. To say the least… Cooper was amazed.

"Ah… hey there Ben" the blonde boy said playfully, "Cold weather we're having huh?"

Ben was not really pleased to see Cooper here, but since he did save his life against the mutant spiders… he was willing to reconsider his options. "Cooper, what are you doing here? I thought we dropped you off back home!"

"Uh… I kinda hitched a ride with you guys" he answered playfully, "Thought you might needed some backup" but before Ben could continue their conversation, the Omnitrix symbol on his stomach began beeping red and after a couple of seconds, he was back in his human form. "What do we do now?" Cooper questioned.

"Grandpa and Gwen are probably fighting Animo right about now" Ben analyzed as he thought for a moment. Even though he wasn't good in school, thinking in battle was something he was already used to. "I'll give them a call through my communicon" he picked up his communicator and dialed Max's number. "Grandpa, it's me Ben. The spiders are taken care of… how's your end with Animo?"

xxxxxxxxxxxxxxxxxxxxxxxxxxxx

Max and Gwen were having a little trouble battling the two mutated chow chow dogs at the moment. Not only were the dog vicious and dangerous, but they were also incredibly large as well, which made it all the more harder to stop them. Gwen built up a force field to hold them off but like they say… nothing in this world was invincible.

"Ben!" Max called in through his communicon, "We're in a bit of a situation right now. Animo's trying to get the power rods from the core. You have to activate the lockdown system in the main control room!"

xxxxxxxxxxxxxxxxxxxxxxxxxxx

"The what?!" obviously, Ben wasn't the best person to know what to do with computers. But luckily for him, Cooper was an expert with mechanics. "The security override system!" the blonde boy noted before turning his attention to the control panels. "If my computer skills are right, the lockdown system should go down right about……… now"

"Warning!" came a computerized voice, "Security override, activated. Power core now in lock down"

Ben and Cooper grinned…

xxxxxxxxxxxxxxxxxxxxxxxxxx

Just when Animo was about to take one of the power rods out of its sockets, it suddenly strapped itself back into the slot and locked down, making it almost impossible to take out. "NOOO!! My power rods!" and soon later, he noticed Gwen had managed to defeat the two puppies down to size.

"They were never yours to begin with" she added as she fired a lightning bolt from her hands. With none of his minions left standing, Animo knew right away that he had to go now or risk getting captured by the Tennysons again. "You have not seen the last of me, Tennyson!" he quickly began running through the corridors to avoid arrest. Gwen and Max gave chase.

"Ben, Animo is making a break for it at the main exit. Stop him!" Max ordered through his communicon.

xxxxxxxxxxxxxxxxxxxxxxxx

As Ben received the order from his grandpa, he quickly looked back at the map and plotted the fastest course to the main exit. "Come on" he gestured to Cooper, "We can cut him off through here" as they made it to the catwalk overlooking the main entrance, he immediately saw Animo running with nothing but the clothes on his back and a small slicer that he used to rip the power rods. When the boys came down to block his path, Ben posed up in front in the most heroic way possible. "Freeze right there Animo!"

The madman turned his head towards Ben and Cooper and gritted his teeth angrily.

Soon later, Max and Gwen arrived on the other side of the hallway with their weapons in hand. "It's over Animo. The Plumbers will be here any minute now. There's no way you can get out of here"

"Oh but Max… I have more than just my pets as my weapons" the crazy scientist replied holding a grin. And with a press of a button on his suit, the mechanical bio suit armor that was in the form of an albino gorilla came in through the roof. "Behold! My glorious creation! The mechanical bio suit! And with its newly improved upgrades… not even the Omnitrix can stop me now!"

But then his words suddenly gave its weakness away. "Wait a minute… did you say… mechanical?" Ben taunted with a grin. "Oh Cooper… I think you can take it from here"

"It'll be my pleasure" the blonde boy replied as he cracked his knuckles.

Animo cocked up a curios brow wondering how such a mere boy would be able to stop his rampage. At first he thought that Ben might've gone crazy or he was just bluffing, "HA!" the madman laughed, "And how do you supposed to do that? Are you gonna throw a pencil at me… boy?"

"Nope" Cooper said plainly, "I was thinking more in… the pounding kind of way" he took out a pair of black fingerless gloves from his pockets and let out a tiny sadistic grin on his lips. With a little focus onto the bio mechanical suit of Animo, the boy was able to take control of the armor, bending its system to his will.

"Wh what?!" before Animo could even get himself out, his gorilla armor suddenly turned on him, giving him one of the most painful and humiliating wedgies a child could ever see. "NOO!! Put me down! I created you! Put me down!!"

"Whoa… how are you doing that?" Ben questioned a little intrigued with the new gear Cooper put on his hands.

"Mind amplifying gloves" Cooper answered as he gestured to his fingerless gloves, "I've been working on these things for awhile. With these, I can use my technopathic powers without getting a major headache"

"I demand you to put me down this instance!" Animo whined like a child being given the spanking.

"I think you'd better do what he says Cooper" Gwen mocked with a grin plastered on her lips.

"Ok, if you say so" and just as Animo requested, he was dropped down to the ground with a loud bang sound in the end. He tried to stand back up, but his old body didn't have the stamina to fight anymore. After Max cuffed the madman's wrists together Cooper let out a smirk, "This is wickedly awesome! So… what are we doing tomorrow?"

And by the time the police force arrived onto the scene, Ben and his family and new found friend, left the power plant and head on home for a nice relaxing night. Who knows what kind of adventure they'll have tomorrow morning?

xxxxxxxxxxxxxxxxxxxxxxxxxxxx

**Epilogue (The next morning)**

It was another beautiful morning here in Madison Elementary school. After Animo's recent attack on the school, everyone thought that they would have the day off, but thankfully Principal White had some connections with the Plumbers cover up team and had the place repaired in just a matter of hours. Class eventually resumed and students were coming in from the school bus to make it to school on time.

The Tennysons were also urging for a normal day as well. After experiencing such a heavy battle last night against Animo's mightiest chimeras, something normal seemed like something they all desired.

The Rust Bucket soon drove in through the side of the road and from it walked out Cooper and Ben, both dressed up and ready for a normal day… hopefully.

"Alright you two" grandpa Max stated as he lowered down his window shield, "Be good in school and I'll come and pick you guys up later in the afternoon"

"And try not to break anything while you're at it" Gwen added which was only replied with a bleh sound from Ben.

And when the Rust Bucket was no longer in sight, Cooper immediately let out a small stretch off his arm. "Oh boy. I am so happy that my parents moved here. I never thought that everyday in Bellwood could be so exciting!"

"Trust me. Those kind of days are normal here in this town" Ben replied holding a smirk. But then he quickly remembered something. "Oh yeah that reminds me" he picked out something from his pocket and handed it over to the technopath's hand, "I asked grandpa to get you one. We could use someone like you on the team… and seeing that you saved me twice, I think you deserved it" Cooper slowly opened his hand and saw a communicon with his name on it. It was the same one that the Tennysons were using to relay messages to one another.

"Oh cool! My very own communicator!" he squeaked out loud as he tinkered with the device a little bit.

"Actually, we call it the communicon" Ben clarified for him, "But yeah… it is a communicator"

"Thanks Ben… you're the best" and without any warning whatsoever… Cooper gave Ben one of the most brotherly hug the world has ever seen. Ben of course was not used to all this emotional hugs, but what the hey… at least he's got himself a new friend and that has to count for something.

"AH! Ok ok ok… stop it with the hugging already" the wielder of the Omnitrix pushed the boy back to break the hug.

But just when they were about to go into the school, a car explosion occurred making them jerk their heads to the source of the sound. "What the heck!?" Ben yelled out as he looked at the scene of the crime.

Apparently the circus freak trios were causing mayhem again they were robbing a small candy store of all its candy and money. Yup… this was just another day here… in Bellwood.

Ben and Cooper looked at each other for a moment knowing full well what their intentions were. As they grew out grins on their faces, Cooper quickly put on his fingerless gloves while Ben readied his Omnitrix. "You know what time it is?" Ben began…

"It's hero time!" and with that… the two heroes of Bellwood charged in… ready to take on any foe, anywhere and any time.


	21. EP 7 P1

Episode 7: The Show Must Go On

**Episode 7: The Show Must Go On!**

Summary: Gwen enters the talent show in her school to earn her some reputation around schoo. So she decided to use her magic to impress the judges. But everything went wrong when Hex reappeared in his ten year old self and steal her powers for his own. Ben, Gwen, Max and Cooper must stop the old yet young warlock from causing havoc and return the girl's powers back to her.

**Chapter 1: Abra Cadabra?**

**(Abandoned subway tunnel)**

Everyone knows about the slums. Everyone knows what it means and what kind of people live there. But deep within the heart of that ill forgotten place was a location so familiar that only the mightiest of criminals dare to call it their home.

The abandoned subway…

Only very few ever made this location their home base. With the constant fights between gangs and other criminals, the subway was torn into pieces over and over again. But there was a pretty good reason why anyone would try to take this place for their own. With an easy access of water, easily defendable position and extra excess space, the place can be called paradise for the poor and the weak.

But today… this location now currently belongs to a darker being, a being with only one purpose in mind. But believe it or not, this being that I speak of is not a dark warlord or anything of that matter. But instead, it is a boy about twelve years old, with pale tattooed skin and a grimly looking staff on his side.

Hex, was his name. A warlock of immense power that threatened all of the world with his magic. He may look like a kid now, but believe it or not, this boy is actually a lot older than his appearance gives him credit. Back during Ben's summer vacation, he tried to drink the fountain of youth so that he can regain some of his age. But of course, his plan did not go so well when the wielder of the Omnitrix disintegrated the fountain and drenched him with a whole bucket full of it.

Now, the once old and powerful wizard was nothing more but a boy with limited powers. But like they say: As long as there is a way, the youth will find it.

"Hey, did you see that?" came a voice of a thug as he entered the subway along with another other of his pals. "Yeah… those guys rock. I can't believe he wiped them all out in just one minute. That's totally a new record ahehehehe" but just as the two of them were about to take a short cut home they noticed Hex, sitting on the old subway bench with his staff by his side.

"Hey look, it's another one of them hippies"

"Yeah, must've gotten lost from its pack hehehehehe" but his laugh soon came to an abrupt end when he began to float in the air like a giant was holding onto his shirt, "Huh? H… hey what's going!?"

"I'll be asking the questions around here…" Hex spoke up, removing the hood off his head. For some strange and bizarre reason, the young-old sorcerer looked sorta handsome in his youthful stages. His hair was as black as the night itself. It grew semi-long to the back of his neck and the no-wrinkles really helped his skin stretch out. "Now tell me……… where is the nearest school around here?"

**(Opening theme)**

**(Rust Bucket) (02:50 PM)**

Ahhh… the Rust Bucket. The ultimate fortress of goodness where our brave heroes gather to continue their fight against all no do gooders in the world. Though it may be relatively small and only has three livable rooms, excluding the restroom of course, it still symbolizes the fight against all who would break the boundaries of law.

However… the Rust Bucket also served as a second purpose…… to be a mode of transportation for three kids and an old war veteran who knew his way around the galaxy.

"I can't believe this" said Gwen excitingly, "The annual Bellwood high talent show is actually coming here. And the best thing about that is: I'm actually entering it as its first finalist!" apparently Gwen's school was holding some kind of talent show to raise funds for a new wing in their school so they're bringing out all the students from the campus to deliver their own unique talents.

"Well I'm happy for you sweetie" grandpa Max replied delighted to see one of his grandkids happy for a good reason.

But unfortunately not all could see the glory of her success, "Ugh…" especially Ben, "What's so special about a talent show? It's just a show where all the adults gather around and look at you like some kind of freak in a museum"

"Well excuse me Mr. Caveman" Gwen snorted, "Unlike you, we people have a life to live"

"I used to go to those shows before" Cooper added. "Back then I used to have my techno powers do all the talking with my science fair project. It didn't turn out well in the end ahehehehe" after his recent missions with the Tennysons, Cooper was gradually accepted into the small family of super heroes with their unique lives. The boy had proven himself over and over again during combat and wherever there was technology, he would always have a plan in mind.

"Well at least someone around here is more civilized that the monkey" Gwen added before turning back to her seat.

"So what are you gonna do there? Play some kind of flute music or something?" Ben humored, but was quickly answered when Gwen cast one of her spells on him, changing the boy's hair into a spiky rock guitar hero kind of style. "Hey!"

"Well, you asked for it" she laughed. "But I have to say that hairstyle really does fit you… NOT"

"Ahehehehe, gee that joke was so funny that I even forgot to laugh"

After a few minutes later, they soon arrived at Bellwood High, Gwen's school. "Well here's your stop Gwen" grandpa Max quickly pulled over so that he'd make sure that his granddaughter wouldn't be late for a day in school. "We'll come and see your talent show later in the afternoon"

"Thanks Grandpa" the magical girl immediately slung her bag onto her back and left the Rust Bucket. "See you in a few hours" and with their farewells give away, the RV quickly pulled away, leaving her behind.

As expected from Gwen, school hasn't even started yet and she had approximately 20 minutes before the bell rung, and that means that she still had time to do her locker and her hair.

Her school was probably one of the most acknowledged school in the entire city. It had about two floors, each connected by three sets of stairs. Three wings based on classes and schedules, a gym with its own emergency backup generator and a park to hold whatever parties and festivals that the school holds. And luckily the annual talent show was going to be held there as well.

"Hey there Gwen" came a student who noticed the girl at the entrance. "You still up for the talent show?"

"Definitely"

"Hey Gwen, nice practice, give it your best at the talent show" came another student from the locker hallway. Apparently Gwen was slightly popular here in school so everyone knew that she was going to participate in the talent show.

"You bet"

And of course the greeting went on and on for a whole five or so minutes. Being the smartest and one of the most popular students in school was difficult but it didn't come to you without some nice perks.

Seeing that class wasn't going to start in a couple of minutes, Gwen decided to recap on her studies in her favorite spot of all, the oak tree at the back of the gym. It was her special spot because no one else goes there and it was probably the last tree that connected to the small wood forest at the back of the city.

"Ahhh… finally… some peace and quiet" the girl said to herself before laying down lazily at the grass. "I wish everyday was like this" but unfortunately her wish was about to backfire when an oddly unfamiliar voice crept in from behind.

"Be careful what you wish for child. It just might come true one day" Gwen immediately jolted away from her sleeping position as she sensed a presence coming from behind the tree. "Who's there?!" she demanded. The shade from the trees and the early morning sun didn't really provided her with much vision, but as the figure came closer, she managed to depict most of the skin prints. Even though he was at a very different age, Gwen can still recognize the tattoos, dark skin and black robes of the old sorcerer.

As her eyes grew in horror, she was only able to mutter his name before seeing a ball of flame come at her, "Hex?" luckily her years in karate practice allowed her to be nimble and with some skill she dodged the flame attack before it struck her.

"I'm glad that you were able to recognize me, child" the young Hex began. His words maybe proper but it was his voice that took away most of the fear. It sounded like he was just another ten year old kid pretending to be a hero like Ben.

"But… how can that be? The last time we saw you was back at that fountain of youth!"

"True! And when you and your idiot alien cousin robbed me of my age, my powers dwindles back to when I was but a mere boy!" he then fired a lightning spell off which Gwen was able to dodge easily. "And now that you sent my niece Charmcaster into the great beyond I will just have to suck the magical energies from you!"

"You… have so got an attitude problems" seeing that she wasn't going to give up without a fight, Hex pumped up his offensive powers, casting more powerful and devastating attacks. And thanks to all the high tension happening around them, the fight seemed to cause an outbreak of fire which was powerful enough to start an inferno if not dealt with quickly.

After dodging a few more bolts of lightning and other mysterious and magical attacks from Hex, Gwen took cover behind some bushes, a few meters away from the fire. She knew that she wasn't strong enough to take on Hex alone, so she decided to radio in backup. "Ok, I know that grandpa said to use this thing for emergency purposes" she pulled out her communicon and dialed up Ben's number, "But I think this counts as an emergency!"

"Come out come out, wherever you are" Hex said slyly before firing off several bolts of lightning to random locations. He was hoping that the smoke and fire would be enough to draw the girl out.

**(Madison Elementary)**

Madison Elementary was at its most peaceful state today. Ben as usual didn't have a care in the world. While he was off sleeping his time on his desk and Cooper reading one of his favorite technical books, the class bell rang up, signaling the beginning of class.

"Alright class, take your seats and open your books to page 88" said the history teacher as she entered the room. "We'll begin on the subject of Abraham Lincoln" the students quickly followed her instructions except for Ben who not only forgot his books but his lunch as well at the Rust Bucket.

But just as the boy groaned silently to himself, he suddenly noticed a beeping coming from the side pocket of his bag. He knew that beeping well and with great haste, he answered the call on his communicon.

After the communicon rang for a few moments, Ben soon answered the call. "Hello?" it wasn't a surprise to see a strange expression on the boy's face since it was probably the first time for Gwen to call him. "Gwen?"

"Ben!" Gwen said in slight relief, "You got to help me! It's Hex, he's back and he's attacking right near my school!" an explosion could be heard from the background which put the screen on slight static mode. "Hurry!" and with that last word the screen shorted out, leaving nothing but a static sound.

"Gwen?!" Ben muttered silently as his eyes grew wide with horror. He couldn't tell why but his heart seemed to have skipped several beats as well when the communication got cut off. Knowing that his cousin was in some serious danger, Ben's eyes sharpened with determination as he stood from his seat. "Excuse me ma'am, I got to go use the bathroom"

"You should've done that before coming to class" the teacher remark before sending him off. Just as Ben was at the door, he began to send a signal to Cooper using his eye winking ability to transmit some kind of coded message.

"Uh… ma'am, I need to use the restroom too" and without even waiting for a reply, the boy dashed off the room, following Ben every step of the way.

xxxxxxxxxxxxxxxxxxxxxxxxxx

"So Ben, what's going on?"

"Gwen called. I couldn't hear all of it because of the bell ringing, but I think she's in trouble" the boy replied as they dashed through the hallway.

"Maybe she's just calling to check up on you"

"She wouldn't call me unless it was a real emergency, that much I know!" and to their luck, they suddenly came upon principle White.

"B… Ben?" the principle stuttered slightly surprised, "Shouldn't you be in class?"

"Emergency! Cover up for us will ya?" the boy yelled back not stopping his dash, "I'll explain everything later! Thanks!" and before the principle even had the chance to say something, the boy was already long gone along with his partner towards the school entrance.

"E… explain? B… but… oh dear…" the principle sighed. This wasn't the first time that this kind of event happened. Usually Ben would sometimes dash during class time to get on his heroic business. "He treats me just like he treats his grandpa. Hehehe. Oh well I guess its back to the old out because of a cold excuse. Ah… h… hey! No running in the halls!"

When the two kids got out, Ben quickly turned the knob on his watch and turned it to XLR8's picture. "Time is money!" and with a slam on the main button, the boy changed into his fast speed demon alien form. "Hold on tight" he gestured to Cooper to hold around his neck. "We'll be there before you know it!"

**(Bellwood Elementary)**

After Gwen had finished relaying the distress call to Ben, she knew that she had to stop Hex from doing anymore damage or else the entire woods will go in flames. "You can run, but you can't hide forever, child!"

"Hey little man!" Gwen taunted, "Let's see how you like a taste of your own medicine!" she quickly fired out an energy beam at him, in hopes that it would be enough to stop the sorcerer from doing anything more stupid. But sadly Hex was far more experienced that Gwen could ever be in her days.

"Impressive" the old yet young magician smiled demonically, "You possess the skill as equal as my niece… hehehehehe… and you didn't have any master at all to show you the ropes. Very impressive. You must have more magical energies than I thought. "But you're going to have to do better than that if you ever want to stop me… girl!" he then fired a more powerful energy beam at Gwen which luckily only hit the ground in front of her. But the blast of the explosion flung her far from the ground and dangerously near the burning forest.

"Owww… I'm gonna feel that in the morning" she said to herself before turning to Hex's location. Even though she was completely outmatch by rank and skill, that didn't make Gwen quit her life now. She was like a fox that was cornered in a mountain cliff with nowhere else to go but attack head on with everything she had.

The two of them exchanged attacks one way over the other creating small explosions in the air. Whether it was tossing old chipped piece of wood or plainly firing a fireball at the opponents it didn't matter. Both of them were equally determined to win this fight and both of them alone turned the entire forest ground to a raging battlefield.

As time pressed on and on, Gwen soon began to feel her body getting weaker with each spell being cast. The energy used to conjure up these powers were difficult for her tiny body to control and after fighting for such a long time, it only made sense that her exhausted form would give up sooner or later.

When the last spell was cast with neither side showing defeat, Gwen felt the tug on her leg began to numb. She could no longer keep up the fight and was forced to go into a run and hide tactic. She just hoped Ben would appear in the nick of time, just like he used to. "Come on Ben…" she pleaded softly to the boy wherever he may be, "I could use some hero action right about now"

"Your cousin won't be here fast enough, little child" Hex hissed at her slyly, "By the time he gets here, I would've drained you of all of your magical powers already" but his words backfired when a lightning fast punch appeared out of the blue, sending him five feet away. "Ooooffff!"

"That's what you think kid" said Ben (XLR8) when Gwen saw notice his presence she was clearly relieved. "Ben!"

Cooper quickly let go of the boy's neck as he didn't feel well after that light speed travel. "Ohhh… I think I'm gonna be sick" his face looked a little pale for a moment there as if he wanted to throw up.

"You ok" Ben said slightly worried.

"Yeah" suddenly a fireball was cast from Hex's side, creating an explosion of mass proportion. "Ahh!"

"Fools!" the evil sorcerer yelled displeased of what was happening. "You have only hastened your demise! Now that both of you are here, I will have the pleasure of destroying together!"

Ben of course was not the sharpest mind with his eye so he couldn't tell who the kid was, "Who is that? A circus freak reject or something?"

"That's Hex!" Gwen explained, "He must've gotten younger after we fought him at the fountain of youth!"

"That explains why he doesn't look as ugly as before" Ben humored, "I was beginning to think that those aging cream must really work" the gang however was quickly split apart Hex threw out another blt of lightning at them.

"You will pay for your insolence, child!"

"Geeze, you may look like ten but your attitude is still the same as the old man!" seeing that the situation was getting worst by the minute, Ben quickly got to his feet to commence battle. "Let's see if you're fast enough to catch me!" thanks to his lightning fast reflexes, the boy began jabbing, kicking and even spinning the old sorcerer around like a fool. "Nope not there. Hey over here. Nah ah, too slow! Come on, you're not even past twenties!"

Angered by this enfeeble attempt to stop him, Hex raised his mighty staff into the air and chanted word intelligible even to Gwen. And after a glow of light emanated from the staff, he slammed it onto the ground, sending Ben and his partners off the area. "Oh… what was that?" Gwen said dumbfounded.

"Must've been some kind of shockwave attack" Cooper analyzed with his high definition brain. "And a pretty powerful one too" but as they all turned their attention back to Hex, they noticed that the old yet young sorcerer seemed to losing strength on his leg so he had to use the staff as support. That previous attack must've taken a lot more than he thought.

"Arghhh! Looks like we'll have to settle this fight another time child!" those were the sorcerer's last words before throwing out the old smoke bomb to block his escape route. By the time the dust settled, he was gone from sight.

"Looks like we're safe for now" Ben smirked though not in victory.

"Yeah, but my school won't be if this fire keeps up" Gwen quickly reminded them that the battle that had raged here caused a minor flare to spark up, creating a forest fire. "The fire department won't get here in time!"

"Cooper!" Ben turned to his friend to bring up some bright ideas. "Got any plans?"

"Yeah!" the blonde technopath grinned as he looked at the ground with his super eye vision. "There's a water pipe line that runs just beneath us. If you drill a hole around here, I think you can make this place blow up like old faithful!"

"Alright, stand back" Ben warned them before he began spinning around 50kph. After a few seconds he then hit the metal water pipe and just like Cooper said, a strong gush of water came through, dosing the entire area completely with water. The flames were doused out a few minutes later right before the fire department arrived on scene. And right on cue, the Omnitrix symbol on Ben flashed red, turning the boy back to his original form.

"That was close" Cooper said in slight relief. "A few more minutes and this whole forest would've been turned to ashes"

"Thanks to me of course" Ben said heroically. "But anyway, I think we should get out of here before someone sees us. I'll call grandpa and have him pick us up at the bus stop" and by a few minutes before the authorities could even get there, Ben, Gwen and Cooper were already long gone.


	22. EP 7 P2

Episode 7: The Show Must Go On

**Episode 7: The Show Must Go On!**

**Chapter 2: Now You See Me, Now You Don't**

**(Rust Bucket) (10:45 AM)**

After the little skirmish at Bellwood Elementary, Ben and his companions returned to their mobile fortress to hide from the vengeful Hex and his awesome magical powers. Even though they were on the winning side they knew that if the battle lasted longer than it had back then, things would've only turned out for the worst.

"So let me get this straight" said Cooper as he was getting some more information on their new enemy, "This Hex guys is a master magician you met during your summer vacation and Gwen changed into Lucky Girl so you guys fought them off?"

"Back then I still had the charm of Bizel" Gwen added, showing a picture of what the object looked like. "It gave me extreme luck and power over everything I do. I had it around for a few hours"

The blonde boy then placed his head on the table with a sigh, "Oh man… I knew I shouldn't have went to summer camp. I missed out on all the excitement"

"But we destroyed those things back during the solar eclipse" Ben intervened, "What could he want from you now? Revenge or something?"

"He did say something about draining my powers. Maybe by turning him younger, it made his powers weaker than usual"

"So why can't he just take it from that niece of hers? Was it… Charmcaster?" Cooper implied.

But Ben simply shook his head in response, "Not since we sent her to this strange magical realm. I don't know what happened to her after that"

It was then grandpa Max came in, "Well whatever Hex wants from Gwen, I don't think he's planning to return it ever again. It'll be best if neither of you go to school today until this whole thing blows over"

"Oh yeah!" Ben cheered, "No school for a day and I get to kick Hex's butt! What could be better than that?"

"But grandpa! I have to go to school" Gwen pleaded, "The annual talent show will be starting in a few hours!"

"Sorry sweetie, but as long as Hex is out to get you, you're not safe anywhere. The only thing we can hope for now is that we'll be able to catch him before he does anymore damage to the city" the old veteran then turned his attention back on the wheel and on the road. "For the mean while, Ben, you and Cooper can stay at Gwen's place while I go around the city"

"Awww man" Ben groaned, "I was hoping to get home so I can finish my Sumo Slammer 5. Now I got to baby sit my own cousin"

"Hey I didn't ask for your protection Mr. Smarty Pants!" Gwen argued. "I'd rather be off facing Hex than to share a room with you" and while the two of them continued to barked at one another like a viper and a mongoose, Cooper could only dart his eyes back and forth telling himself that this was just another day with the Tennysons.

And stranger things could happen at any moment at any given time…

After a few more minutes of driving, the Rust Bucket soon made its way to Gwen's house. "Alright kids we're here" Maxwell announced, "Remember, stay close together and don't try to be a hero. Keep your communicons close so that I can keep you three updated" and when the last of the kids disembarked, the old man drove off, leaving the three kids behind to be themselves. And if luck was with them, they won't even have to lift a single finger to defend themselves.

**(Magic pawn shop)**

In a small magic pawn shop outside the city limit, Hex was recovering from the minor skirmish with the Tennysons. The sorcerer had recovered a small portion of his magic but it was only enough to get him to a safe distance away from Ben and his alien heroes.

Learning from his past mistake on taking the enemies head on, the wizard made his way to one of the old magic pawn shop areas to better arm himself for future battles. Although not a lot of people believe in magic anymore, there are some circles on earth that still practice these ancient arts.

"Keeper…" Hex hissed out to the magic shop owner who was about in his late 50s wearing a blue magician's robe with vinyl decorated around it. His face bore the resemblance of that of a wizard long, long ago. He had a beard that seemed to had aged with time itself and his eyes seemed to be filled with knowledge beyond normal man. "Hex, how nice of you to drop by" he replied closing a book that he was just reading. "It's unusual for an exile such as you to be visiting one of our sanctuaries"

"I am not here for one of your games, Mentor!" Hex spat back at him with a disgusting tone. If it were not for the tone of his voice, a person could say that these two were acquaintances. "I have come to seek some magical artifacts"

"My store is open to all who bring no harm to me and my items" the old man replied cunningly with his hand clasped together, "And as long as you have the right coin, I will be happy to show you what I have" Hex quickly pulled out a strange silver coin from his pocket and flipped it right onto the old clerk's hands. The clerk tinkered with the coin for a moment before letting out a sly grin, "What can I get you? Old friend…"

"A few magical stones" the sorcerer demanded, "And a facemask. The one that can change even the shape of man"

"Ahh… the mask of a thousand faces" the clerk smiled brightly before procuring the said product onto his hand. "Be careful when handling these. They don't come cheap you know. Not since our supply routes were severed by the recent earthquakes. What do you need of it?"

"Let's just say that I owe someone… a nice warm visit" Hex replied with an evil grin appearing on his face. How he plans on capturing Gwen and her magical body from Ben and his family would require something only a cunning magician could conjure. "A warm and painful visit"

As Hex was about to leave the shop, the one he called Keeper gave him a fair warning. "I warn you Hex, the Circle is not pleased with your actions one bit. I am giving you these items for old time's sake, but if you should cross the line, I will have no other choice but to take action"

"Bah! Who ever cared of your silly society?! By the time this all ends, no one, not even you, the Circle or that silly brat Tennyson will be able to stop me!" and with a gush of wind, the evil sorcerer vanished into thin air along with the items he procured.

"(Sigh) Then I guess this is goodbye, old friend"

**(Gwen's house)**

After grandpa Max dropped the kids at Gwen's place, they soon found out that Frank and Lily, Gwen's parents had already left for work and so the place was left all to themselves. At first it seemed like a brilliant idea to have a whole house stocked with food and goodies left for three ten year olds to stay in. But right after they all gave themselves a little snack, Gwen decided to perform her magic spell to them to prepare herself for the talent show.

"Ugh… please tell me you're not going to pull a rabbit out of the hat again, are you?" the young Tennyson boy groaned as he was forced to join Cooper to watch Gwen practice her show in front of them.

"Ben, can you please be serious?" Gwen nagged. She was in a beautiful modern magician suit with the top hat and magic wand to boot. Her black jacket covered much of her body and it ended just below her waist. But her most attractive sense would be the inner sparkle dress inside. The dress was something like that of a one piece bathing suit that exposed her leg and arm and her collar bone showed clearly too as well. If she wore that when she was six years older, and highschooler or college boys would probably be eyeing her 24/7.

"I am serious! Seriously bored that is" ignoring Ben's last remark, Gwen decided to go on with her program and continued with her show. "Ladies and gentlemen!" she announced with her eyes closed as if she was standing in front of a large audience. "For my first trick, I will be sending pigeons out of this hat (pause) Azura, birtodias!" immediately a flock of pigeons poof out of the hat flying gracefully around the area for a moment before going out the window and disbursing into magical energies.

"Whoa……" Cooper said in awe, but sadly Ben didn't see it in his perspective. He had seen so many explosions and magic spells that it doesn't really seem to amaze him anymore. I guess you could say that he was like a boy filled with the experience and knowledge of a warrior.

"Thank you thank you" Gwen bowed politely to her so called audience. "And for my next trick, I will require myself an assistant. Are there any brave volunteers out there?" Cooper quickly began raising his hand excitingly like a kid in an old carnival show. "I see we have a brave one here. Come on in"

"Boring……" Ben yelled out while eating some chocolate that he found in the fridge. "Why can't you do something more interesting? Like making ice cream out of air or poofing out a chocolate bar from a piece of paper"

"Well for your information, magic isn't exactly as easy as it looks!" the young magician wannabe shot back, "Besides, making ice cream out of……… what are you eating?" she suddenly noticed that Ben was eating something that he wasn't supposed to. "Oh this?" the boy gestured with a loud burp at the end, "Its just some chocolate I found in the fridge"

"You ate my wacky choco supply!!" Gwen burst like a gas tank lit by a guy who accidentally dropped his cigar on the ground. Quickly sensing a killer intent coming from the girl, Ben thought that it would be in his best health to put the weapon down and run like he's never run before. "Come back here Ben! Get back here so I can crush you! Once I get my hands on you, you'll…" and the rest of her words were intelligible.

**(Rust Bucket)**

Near the edge of town leading towards an old diner, Maxwell was again driving his trusty Rust Bucket through the road looking for any clues that might lead to the location of Hex. The old man was already using all the high tech equipment on the vehicle to search for the sorcerer, but so far the results haven't been good.

Seeing that he can't do this task alone, Maxwell decided to call in for some support. With a flip of a switch, a monitor appeared on his right side, revealing the face of Oswald, the Plumber leader. "Oswald"

"Hey there Maxie!" the old man replied as cheerful as ever, "You haven't called me in awhile now, I thought you might've forgotten about us. How are ya?"

"Just fine" Max replied smiling, "But I need to be quick. There's someone after my granddaughter and I think this person might be somewhere in the city. He's a sorcerer, but don't let his face fool you. From what Gwen told me, he looks like a ten year old but he's actually older than all of us combined"

"Hmm… he must be using that aging cream that I saw on TV" Oswald humored to himself, "Can you describe him for me?"

"He's not that hard to find. He's wearing a black robe with red lining, carries a staff like a club and tattoos that spells out even his own name.

"Alright, I'll tell the guys to keep a look out for this kid. It should be a matter of time before we find him. In the meantime, why don't you bring Gwen over here with the kids? It'll be a lot safer here than your RV"

"Yeah, I think I'll do that. Max out" and with that done the old man quickly switch on to another frequency to call Ben's communicon. But to his surprise, it was Cooper who answered. "Hey Mr. Tennyson, how are ya?"

"Cooper? Where's Ben?" in the background of the screen, he could see Gwen chasing Ben around the house with a heavy textbook of some sort.

"Umm… they're in a little pickle right now. Ahehehehe… mind leaving a message?" if Max could've groaned any louder, the people outside the RV would've heard it. "Never mind" he answered finally, "Just tell them to be careful. I'll be coming over in a few hours so be on the look out for any suspicious activities outside the house"

"We will" Cooper replied smiling, "But I don't think we need to worry. Not even a century old timer can break through here"

**(Gwen's house)**

After Cooper had finished the call with Maxwell, the doorbell suddenly rang up which caused everyone to stop what they were doing. Heck even Ben and Gwen seemed to have turned silent after the doorbell sounded. "Uh… you wouldn't happen to be expecting someone… would you?" Cooper said to Gwen shakingly. Unfortunately, Gwen shook her head in reply.

Knowing that the person outside could be the villainous Hex, the team decided to prepare themselves for battle. Ben took one of uncle Frank's golf club from the bag below the stairs, Gwen readied her magic book and Cooper put on his fingerless glove. As the door slowly creek open, a bright sunny happy face showed up, "Telegram" the mail man stated as he handed the letter. Much to the gang's dismay, they quickly drop down their guard and returned their guard positions.

"Thanks" Gwen took the mail and closed the door. There were only a few bills and some magazines. "Well that was a bummer"

"You said it" Ben replied before noticing something shiny on top of the kitchen fridge. With both Gwen and Cooper busy with themselves, the boy decided to do a little snooping around before returning to his original position. As he took a closer look at the shiny container, his eyes brimmed with such brightness that he would've gone blind already.

Atop the fridge weighing about five or eight pounds colored in white, a decorated with a beautiful bowtie… was the safety location of aunt Lily's super secret chocolate chip cookies. She usually made them during special occasions and even during those times she would never reveal its hidden ingredient to anyone. Not even her husband. "Ah… hey Gwen" Ben called out, "I'm gonna… check out the backyard for a moment" and without even waiting for a reply, he began scaling the fridge wall in hopes of retrieving those delicious treats.

He climbed onto the nearby faucet hoping that it would somehow support his weight and then he tried climbing onto the wall cabinet to get himself into a position to grab the container. Knowing well that the object was beyond his reach from that position, Ben quickly grabbed a spoon from the cabinet so that he could extend his arm length just a little bit more.

But just when Ben was about to reach his goal, the container of the delicious treats suddenly lifted from its sitting area and floated right onto Gwen's arms, who was standing just right below the cabinet area. "Nice try, but you're gonna have to be quicker than that Ben" she humored while taking a bite off a cookie. And with that last statement, she went off back to the living room, leaving Ben behind to get himself down the way he came up. However… getting down from there was a little harder than getting up.

But to his luck, he was going to get down from that cabinet the hard way. As the Tennysons thought that nothing would dare attack them from the sanctity of their home, they were proven wrong when a sudden tremor shook them from their feet. "Huh?" Ben was the first to notice the rumbling on the ground. As the shock became more obvious and louder than before, the kids knew quickly exited the house to see what was going on.

And as they came out, they wish that they still had the courage to go back in.

In front of Gwen's house standing at least three times the size of a man, made completely out of solid rock and stones was a golem, an elemental being of Mother Nature. Its body was formed into a humanoid figure with two arms and legs. Its face was shaped like that of a knight's cross helmet. And the only one riding on its shoulder, was none other than Hex himself, still in his young form. "Tennyson!" he yelled out angrily to the kids below him. "Your time has come!" if it weren't for his childish voice and miniature figure, he would've been a person to be feared.

Cooper of course, was the first to recover from the shock of the golem's size and appearance. "Ugh… ok… who here votes for running back to the house?" but when the golem razed its hand for an attack, the Tennysons only answered by dashing away from the area.

"After them!" Hex ordered. "Destroy all but bring me the girl, alive!"

Just as Gwen and Cooper were safely secured inside the house, Gwen noticed that Ben was still standing outside looking at the monster that was attacking them. His face seemed to be brimming with determination and at the same time it was filled with fright and horror. "Ben! What are you doing? Get in here, hurry!"

But surprisingly, the boy rejected, "You two stay inside" he ordered with a commanding face, "I'll try to lure this guy away" and without even waiting for any reply from them, he simply closed the door and barricade it using the picnic chair outside. Knowing that Gwen was safe from the clutches of the sorcerer, Ben turned the knob of his Omnitrix and prepared for battle. "Hey rock head!" he taunted the golem, "You think you're the only hard guy around here? Well then let me introduce to you my good old friend… Diamondhead!" and with a smack of the button, he immediately turned to one of his alien heroes. But unfortunately for him, the Omnitrix decided to give him another alien rather than his selection. "What the? Upgrade? I didn't choose you!" and while he was caught off guard with selection of his hero, the boy was unable to know that the golem had already smashed his hand on the ground, sending a shockwave of mass proportion in the area.

"Ben!" Gwen said in horror as she saw the golem's fist smashed right onto her cousin. But her worries were proven unneeded when the young bearer of the Omnitrix rose back in his semi-liquidated form. "Oh man… I'm glad I saw that one coming" he said to himself.

Unable to believe that the boy survived the attack, the stone golem made a tactical withdrawal, distancing himself from the opponent. Hex knew that this was probably a better move since fight Ben head on would only spell disaster for both him and the golem. "Crush him!" the sorcerer ordered. But before the Golem could comply, Ben (Upgrade) quickly morphed his onto a nearby car to get himself some firepower.

"Alright rock head! Wanna play tag? Well you're it!" and with one long and loud screech of the wheels, Ben flung himself onto the golem's body, then using his horse power to the limit, he plunge a hole right through the monster's body. "Oooh… now that's gonna leave a mark" Ben chuckled. But his little laughter was cut off short when he noticed the hole he made slowly regenerating itself. "Oh man… me and my big mouth" not that he had any mouth to begin with anyway.

"Keep him busy while I find the girl"

xxxxxxxxxxxxxxxxxxxxxxxxx

When Gwen and Cooper saw Hex approaching the main entrance, they quickly closed the door and prepared themselves for battle. "Ugh Cooper, what are you doing?"

"I'm trying to barricade this door" he answered while pushing the sofa in place, but Gwen simply grabbed his arm and pulled him away, "That won't be necessary. He doesn't use doors" and to her truth, Hex entered the house, blowing the wall away with his magic.

"Come with me child!" he demanded, "Your magical powers are destined to be mine once more!"

"In your dreams! Windgadium leviosa! (Harry Potter)" immediately three inanimate objects flung themselves onto Hex, but for a master magician, that was simply child's play. "Fool! I may have lost most of my powers but I am still stronger than you!" with a swing of his staff, Cooper was telekinetically thrown out of the house like a trash being dumped outside in the morning. "Now come with me!"

"As if!" sensing that she could not fight against Hex alone, Gwen decided to make a quick withdrawal back to the second floor of her house. But doing that only seemed like a princess running to the tallest room of a burning tower. She tried hiding in her own room, but even that was no sanctuary from Hex. He simply busted the door open with his palm and entered. "Hey, there's this new thing, it's called 'knocking!'. Ever heard of it?" she mocked venomously as she exited the house through her room window.

From the roof of her house, she could see Ben and the stone golem duking it out for the finishing blow. Fortunately, Ben in his Mechomorph form managed to find a garbage truck nearby and merged with it, creating mech-like machine. "Ben, a little help over here!" Gwen tried to call out, but the boy was a little too preoccupied to lend a hand.

"Can't you see I'm a little busy here?!"

But before Gwen could reply, Hex decided to make himself another entrance by blasting a portion of the roof with his magical powers. His entire body glowed strangely with a golden energy wave making it impossible to tell what else he has up his sleeves. "You are now truly becoming a nuisance little girl" just when Ben noticed that he was reaching out to her, a surge of anger seeped through his veins as for a moment he forgot about to golem completely. So by placing his eye on the right area, he fired his plasma beam from his eye socket, sending the sorcerer back into the house and down into the basement.

"Oh… now that had to hurt" Ben snickered out before he got socked on the face by golem's fist. "Hey! (groan) Alright that does it. You wanna play rough? Well it's GO TIME!" he then balled up his fist and let the golem have a taste of his own medicine.

Whoop!

Bam!

Pow!

Zap!

Using every knowledge he had in destroying everyday objects learned from self experience during the summer vacation, Ben made quick work of the golem elemental reducing each and every part of its body to dust. "Booyah! That's what I'm talking about" the boy said triumphantly, "Sometimes I even impress myself"

"Yeah… tell that to my parents when they find out that they find out that you tore my house inside out" Gwen groaned as she came down the roof. A few seconds later, the Omnitrix symbol on Ben's chest flashed red, returning him back to his normal human self. "Well, I guess now's the best time" he muttered before joining the rest of the team at the entrance of the house. Cooper was there too, but his head still hurt when he was thrown out like a sack of manure.

As Gwen inspected the house from the outside, she realized that the damage done through the extensive use of their powers was a lot more than what she had expected. The roof of her house and her neighbor's house were all but utterly messed up, the garden that her mother tended with her every waking day was ruined, the garage where her father kept the family van was burnt to a crisp and what was left of the road was best described as a badly mown lawn.

"My mom is so gonna kill me when they find out about this"

But Ben only smirked back proudly at his work. For him, this was probably just a daily basis. "Ahh don't worry. They'll probably just ground you for a century… or until you reach college if you're lucky ahehehehe"

"Well anyway, I think the obvious thing to do is call Max and tell him to pick us up" Cooper suggested as he picked out his communicon. And while the brain boy was busy chatting with Maxwell, the two Tennysons decided that it was best for them to stay as far away from the house as possible. They know that Hex was strong, and he was bound to come back sooner or later.

"So what did that guy want with you anyway?"

"He said something about taking my powers away" Gwen answered, "From what I'm guessing, because he turned younger, his powers became weaker as well. So that's why he needs me"

"Well in any case, Upgrade sure showed him who's the big boss around here" but just as the boy grinned proudly at himself, a golden beam fired from within the house, sending his off towards the road doing a triple back flip all the way. Gwen of course, didn't see that attack coming but she knows very well who did it. She readied her energy attack at the palm of her hands preparing to defend herself.

"You really should make sure I'm down, boy" Hex spoke up in his soft kid like voice. "… or I might just come back up again"

When Cooper saw this he quickly drop his communicon and dash to Gwen's rescue, "Gwen, look out!" But before he could even take a step further, the golem elemental that they thought was down for good, rose back to life with all kinds of earthly material stuck in its body. And with no warning whatsoever, Cooper was caught in the creature's grip. "Gackk!! Hey, let go!"

"Cooper!" Gwen said in distress. She turned her eyes to see Ben standing up, but with the Omnitrix out of power, he was nothing more but meat bait.

"Surrender now child!" Hex demanded, "If you lay down your arms, I will spare your friends from being golem's first… crush" and he wasn't kidding either. With Golem's strength, Cooper would be little more than a gum to those teeth.

With no other choice, Gwen lowered down her arms in defeat. She knew that there was no way to defeat Hex in the state the team was in at the moment so she had to make a self sacrifice, to buy time. Her only hope now, was that Ben would come to her rescue, like he always have.

Since Gwen did not resist, Hex was able to capture her in a powerful magic bubble with little trouble. After he made sure that she wasn't going anywhere, the magician signaled his earth golem to release the boy from his grip. "Come Golem" he ordered, "We have much work to do"

Just as he began to cast a teleportation spell, Ben hastily got out from his cramped position with a major headache. "Oh… man… I'm gonna feel that one tonight" but his groan ended fast when he saw Gwen trapped inside the magic bubble along with Hex. "Gwen!" At that point on all his aching body parts felt like a child bump compared to the horror stacked within his heart. Clutching what little strength he had left the boy turned his attention to his Omnitrix but sadly it was still in need of recharge, "Oh man, come on anyone! Fourarms? Heatblast? Ripjaw? I'll even take Graymatter!" but the device refused to change him even to the simplest of forms. "Fine, I'll do this myself!" he quickly made a dash for the sorcerer, but just as he got there, the golem slammed its fist onto the ground, creating a shockwave that even made Ben stopped right on his own tracks.

"Try and try as much as you like boy" Hex grinned victoriously, "But without your powers, you're simply nothing more but a mere child"

And before he could recover from that, they were already gone with a flash…

"No………" those were the last words Ben muttered out before falling for the first time in defeat…


	23. EP 7 P3

Episode 7: The Show Must Go On

**Episode 7: The Show Must Go On!**

**Chapter 3: Hocus Bogus!** (With special guests stars!)

**(Time skip) (Noon) (Abandoned subway)**

Back in the abandoned subway around the slums of Bellwood city, Hex and his trusty golem fortifies themselves for a siege. He had totally remodeled the place to his liking making it more like a necromancer's lair rather than a subway station. There was a magic cauldron at the center of the room with strange insignias written all over it. An altar for sacrifices and of course no sorcerer's lair can be complete without a bookshelf to store all those scrolls, books, tomes and whatever else they use to read.

After they had magically returned to this secret hideout from the skirmish against the Tennysons, he had been preparing himself for a battle far greater than the one he had previously. He knew that capturing Gwen was the only way to get his power back to full strength but in doing so he also knew that he had invoked the wrath of probably the greatest warrior in the entire planet. Ben Tennyson. If his instincts were correct, the boy would be knocking on his doorstep in just a few hours time.

After setting some old magical traps in the front entrance, since he knows that Ben wasn't exactly kindest guy to find a backdoor, he turned his attention back to Gwen who was busy hanging on the wall with magical cuffs on her arms and legs. At first she thought that she would be able to break free using her magic or just plain old force, but after the first three attempts she realized that those cuffs were made even harder than the skin on Diamondhead's back.

"Don't bother struggling" Hex spoke up, "Those energy locks will only vanish under my command. They are as indestructible as the elemental golem itself. "Now be still while I read out the spell" he slowly opens up an old and ancient scroll from the bookshelf and slowly chants the spell. The words he spoke out were probably intelligible to the normal human ears but for Gwen, only few of the words seemed alien to her.

"Do you really think you'll actually get away with this?" she spoke out suddenly to break the sorcerer from his task. "I mean, come on. Ben and I kicked your butt all summer long, and it's only a matter of time before he shows up" she somehow thought that since Hex was now a twerp like Ben, maybe he has the same weakness as being taunted at. She wanted to see if she could buy some time for Ben and grandpa to get here.

"Fool!" and surprisingly, it worked, "I am more powerful than both you and your idiotic cousin combined. If I were only at my full strength, I would've destroyed you both!"

"Pffft… as if……… why don't you try saying that to the countless time that we knocked you silly. We beat you so bad, it's amazing that you're still around"

"You did not!"

"Did too"

"Did not!"

"Did too"

"Did not!"

"We so did too"

"Grrr! Don't test my patience girl!" Hex was now in a pissed off look. If it weren't for his childish face and strange outfit, a normal person might take his threat seriously. "Besides, even if your cousin finds this place…… I prepared a little surprise for him"

And while the two of them were arguing just like a bunch of ten year olds, Golem could do nothing but watch that silly scene with an imaginary popcorn box in its hand. However, unknown to all of them, was that there was a silent beeping coming from the communicon in Gwen's pocket.

**(Rust Bucket) (On the road)**

"Looks like we're getting close" said Maxwell as he drove the RV through the city road. After he had picked up Ben and Cooper from Gwen's house he immediately got into gear to chase down Hex. "The GPS on her communicon seems to be working. With our current speed, we should be able to reach Hex's hideout in a matter of minutes.

As he looked at the team he noticed that Cooper was putting some ointment on some of Ben's bruises. He had taken a little beating after the fight with the golem and it was not surprising that he didn't come out unscathed. "Just give me a few minutes for the Omnitrix to recharge and I'll be kicking his butt just like I did back in summer" Ben literally balled his fist like he was preparing to fight to the death and hopefully Hex was prepared for it. "Oww!"

"Take it easy!" Cooper insisted as he put the cotton away. "You got hit by giant death rays, bitten by giant ferocious monsters, cut through time space continuum, but you can't handle a wound treatment?"

"Feels like torture rather than treatment" Ben replied before jerking his hand off. He then approached grandpa Max to see what he had on the monitor, "So where is this guy? Is he close by?"

"Not sure" Max answered, "But from where the signal is coming from, I'm guessing they're probably somewhere underground…" it was then the screen monitor on the front row seat began to beep strangely louder than usual, "There! They're in the north railway station. It's an abandoned subway. It hasn't been used for more five years now. We should be able to get there in a few minutes"

"Great!" Ben slammed his hands together, "I got a score to settle with that guy. He's gonna find out how to make a clown disappear the hard way!"

"Uh… are small rock dogs in your list of tricks too?" Cooper stuttered as he looked out the window. As Ben looked out he noticed that there were several dog shaped rocks coming their way with eyes bent on destroying them. Before Ben could even tell what they were, another golem the shape of a bull came from the other side of the intersection, tilting the Rust Bucket off the sidewalk.

"Ohh…… is everyone alright?" Max turned his attention to the gang. But his worries were soon shifted to himself when one of the golems ripped through the driver's door and snatch him by his T-shirt collar. "Whoa! Hey!" surprisingly the dog rock golems were a lot stronger than their figure gave out. "Watch it! This is my favorite shirt!"

"Grandpa!" Ben shot out as he exited the RV side entrance with Cooper. With a dial of his Omnitrix and a slam on the button, Ben quickly turned into Diamondhead the crystal alien. "Alright rock heads, let's see how hard you guys really are!" he stated while quickly sharpening his fist. When the first golem came to him, the boy literally cut the beast head off like it was made of paper. "Ha! Let's see you try to come back from that!" but his comment soon backfired when the dog golem's head reformed together as a whole again. "Oh…… well that can't be good…"

"Rarrrr!!"

"Ok… down boy… good doggie" and without a leash to tie them with, Ben was quickly overwhelmed by the numerous golems shaped in almost every animal known to man. He was pinned to the ground so hard he even thought that he might even be going all the way to the core of the earth.

"Ben!" Cooper saw this and quickly thought of a way to help. He didn't have any super physical strength nor any super powers, but there had to be something he could do. But before he could conjure up a thought one of the golems appeared before him. It was a rhino earth golem. "Uh oh…… AHHH!!" he dodged the incoming charge from the creature just in the nick of time but sadly some of his shirt was taken too. "Aww… man" he regained his footing a few moments later and what he saw then made him think like the gods were on his side for once.

'House-ware Electronics'

"An electronic store" the blonde technoid grinned as he entered the place.

But while the boy was busy gathering some equipments for battle, grandpa Max was having a bit of trouble himself breaking free from a creature's grip.

"Alright mutt, I asked nicely now!" with a good kick on the jaw the old man broke up from the beast's mouth and landed right on his buttocks. "Ooofff!" he rubbed his back painfully, "(sigh) They said that coming out of retirement was fun but this is just too much excitement for me" and before he knew it, the bull golem that knocked his RV to the ground emerged from the ruins of a destroyed building with its rocked teeth gnawing at him. "Ok… hehehehe" he chuckled. "You better watch out. I took bull fighting lessons back in Texas"

And with the fight continue to enrage down the streets, the nearby pedestrians could not help but flee from the scene as fast as their feet could carry them.

Just as the scene became clear of collateral damage, Ben (Diamondhead) decided that it was time to take out the gloves. With a little jolt of his torso, spikes of crystals pierced out from his body destroying the golems that surrounded him. "Whoa…… I don't know how I did that, but that was cool" with his moral restored the boy charged onto the large oncoming golems and made mincemeat out of them in just a matter of seconds. "Ha! Don't you guys know that diamond beats rock all the time" he was probably referring to the game rock paper scissors, but what the heck.

For the next five minutes, the only sound that was coming out from that area was nothing but mayhem and complete destruction of rocks and boulders. Ben had literally cut through the line of the enemy and grind what was left of the golem's bodies. But no matter how many times he destroyed them, the beasts just kept reforming themselves and charge back in with no fear at all.

"Huff… huff… ok, now this is just getting ridiculous" Ben stated through pants, "Grandpa, got any ideas?"

"Not a thing" the old man answered, "But these monsters must have a weakness somewhere. All we have to do is find it and use it to our advantage"

"Well if you got any ideas, I'm open for one" as they fought on over and over, the two Tennysons soon found themselves surrounded on all sides by earth golems. Their numbers seemed limited but their strength was indeed endless.

But just when they were about to attack, a freeze ray suddenly plopped out from the sidewalk turning the first line of golems into icicles. Both Ben and Max looked confused until they noticed a small figure walking towards them with a weapon in hand. "Hey guys" Cooper stated casually, "Did I miss anything?"

"What took you so long?" Ben replied a little annoyed.

"Hey it wasn't easy being a wiz-kid you know. Assembling six temperature controls of refrigerators isn't exactly an easy job" he then handed his second freeze ray to Max who was greatly impressed on how a little kid like Cooper could make a weapon in the middle of the battlefield.

"Well this should help even the odds" the old man smirked, "Ben, you go find Gwen while Cooper and I hold them off. Here (hands over something to Ben) Use this, it'll track down Hex's hideout. Go!"

"You got it!" and without any further ado, the alien-boy-hero leaped off from the ground to get himself to the city abandoned subway where Hex resides.

And with Ben off, Max and Cooper soon found themselves surrounded once again by golem beasts. "Heh… I never thought that I'd actually get to freeze sculpture before" the old man chuckled.

"Forget about that, what are we going to say to Gwen's mom and dad when they see the house" Cooper remembered well that they had wrecked not only Gwen's house but the entire neighborhood.

"Hmm? Oh don't worry about that. I called in some old friends to clean up that duty"

**(Back at Gwen's house)**

Lily Tennyson and Frank Tennyson, the parents of Gwen had just returned to their home that evening from work. They both drove into their garage but they did not know that their house had been turned inside out. "Hey there sweetie" Frank said to his wife as they exchanged pecks on the cheek. "How's work today?"

"Oh tiring" she answered with a sigh, "Tony forgot to put his bills up last night and so we had to work on it all day long. We even had to find a substitute for Reila's voice actor. It was awful…"

"Well seems like someone had a troubling day at work"

"How about you Frank?"

"Oh it was swell, got myself a raise too. Everything was just a… MOTHER OF PEARL!!" when they both entered the house through the garage, they soon noticed that not only was a section of the wall missing, but there also seemed to be a huge hole in the roof.

"Our house!" Lily placed her hand on her face and looked like she was about to pose like that picture 'The Scream'

But before either of them could say another word, another voice came into the scene. "Mr. and Mrs. Tennyson" they turned their heads around only to see two men in black suits wearing dark shades that completely covered their eyes. "My name is agent K. and this is my partner agent J. (special guests stars from MIB) We're from the Pest Control… sub division six" it seemed like the man had been saying that routine over and over for a long time now. "You seem to have large rat problem at the moment"

"Wha?"

"Don't worry" he cut them off waving his hand in front of them, "We have it all under control. You and your family can remain in here. You won't even notice the difference" and with a flick of his fingers, a dozen more agents came into scene and began repairing the house in an almost instant flash of a second. "Oh and not to worry… we'll keep all of this confidential"

"Not that you'll remember anything about it though" the one known as agent J. added with a smirk.

"Wha? But… who are…" and before Frank could finish his sentence, agent K. let out a device that radiated a bright flash of light which instantly erased all their memories about their damaged house. The next they knew, they were sitting in front of the TV watching a ridiculous show that made no one laugh at all.

"Man… whoever came here sure did a serious number on this neighborhood" J. commented as both he and K. left the house. "Who is this Maxwell guy anyway?"

"A guy I owe a favor to. Nothing more… come on, let's go back to HQ. The chief wants us there ASAP"

"Slimy escaped again?"

"Yup"

"Aww man!"

**(Abandoned subway)**

Just as Hex, Gwen and the stone golem continued to argue over trivial matters, a sudden rumble caught their attention which silenced their mouths for a full minute. "Hmm…… it seems like my golem army has already met your idiotic cousin" the little magician snickered as if he had already won the battle. "It is only a matter of time before they all become lambs to the slaughter ahehe hahahahaha HAHAHAHAA! (cough cough)"

"Hmm… yeah, better work on that cold of yours. It could kill you" but Gwen was immediately silenced when a magical cuff appeared right on her mouth. "Hmph!? Hmmm mmm!"

"Silence! Your imbecilic ranting only delays the inevitable. Soon, your powers and all its worth, will be mine. And when my powers return, I shall conquer this pathetic world, starting with your pitiful hometown!" as Gwen was tied up from head to toe, Hex see no further reason to postpone his plans. Without anymore interruptions he began chanting the spell on the scroll. "Eunitnoc ton lliw seires net neb eht esle ro em ot emoc rewop! (read this backwards)"

And just as the sorcerer continued with the spell, the roof that which he too time decorating suddenly broke down into pieces. "Ahh!" and amidst the rubble, Ben Tennyson (Diamondhead) stood tall and strong, looking a lot deadlier than ever. "Knock, knock… sorry, Santa an't here at the moment" he humored.

"Behnnn!" Gwen said in a muffled voice.

"You again!" Hex hissed, "When will you ever learn that you cannot stop the inevitable!"

"Well sorry to break it to you pal, but learning and ME, don't exactly go in the same sentence"

"Htat ghos wihout sayhing (that goes without saying)" Gwen added.

Seeing that he was completely outmatch by Ben's alien form, Hex decided to use his trusty golem to hold the boy off. "Golem, destroy him! Rip him to shards if you have to!"

As Ben turned around, the golem that he fought back at Gwen's place emerged from its sitting position to once again to battle. "Alright hard head… ready to go on round two!? Bring it on!"

Crush!! The platform that Ben was standing on quickly broke into pieces by golem's giant hand. "Ha, is that the best you got?" he taunted, "I've seen boulders break tougher things than you" and strangely the monster seemed to have been enraged by it. Golem continued to smash, plow and crush everything that Ben leveled himself on, but no matter how strong it was, the elemental could never match up to the boy's speed and agility.

"Nah nah na na nya! You missed" and after dodging for awhile, Ben decided that it was time to go on the offensive. He used his crystal shard attacks to get the creature's attention, and cut its body over and over, but still the golem manages to return to its natural shape by using the stones around it. "Man… no matter what I do that thing just keeps coming back for more!" just as he was about to make another strike, an idea suddenly struck him on the head.

As he noticed some of the support of the subway station pillars weakening due to years of disrepair, he thought that he might just be able to make this tunnel his home ground. "Hey pebble! Bet you can't hit me!" after the first two were cut down by golem's unimaginable might, the roof atop Hex's lair began to loosen its weight more and more.

When one pillar remained standing, Ben let out a grin and starred at the golem that had just aided in its own demise. "Usually this would be the part where I say… timber, but I guess that's probably redundant" and just when the monster was about to approach him, Ben cut the last supporting pillar and then… crunch! The whole floor fell right on top of golem's head, destroying it utterly. When Ben was certain that he was not going to rise again, he smirked out and said in a humored tone. "Rock on…"

"Behnnnn!!" but the boy's victorious moment short lived as he remembered that his cousin Gwen was still in need of assistance. "Hang on!" but just as he leaped into the air to attack Hex from above, the Omnitrix symbol on his chest suddenly glowed red and before he knew it, he was back to his human self once more. "Wahhhh!!" and unfortunately he was still in mid-air when the transformation ended. "Ooofff!"

"Hahahaha!" Hex showed his evil laugh, "You're too late boy! The spell is already complete! There is nothing you can do to stop me now!" and with his last ranting, a strange putrid force seeped out of Gwen's body, emptying her of her magical energies and life force. She felt the pain coming through her stomach and lifting off through her eyes and nose. A purplish aura radiated away from her, merging her powers with Hex, granting him more than enough energy to take on an entire country. When the last drop of her powers were gone, Hex felt his body revitalized like he was back to the good old days once again.

"Uh oh… not good" Ben quickly ducked behind some rubbles to get some cover. He then began dialing his Omnitrix, hoping to let him change quickly. "Come on come on. Give me something to go on here!"

"There's no use in hiding boy" Hex said in an evil tone, "Even if you made yourself invisible, I can see where you are and where you were" he then lifted some sharp pieces of rocks from the ground and began hurling them at Ben's location. Luckily the boy was still agile on his own two feet. "You're quick on your feet. But let's see how quick you are in the air!" and with a simple gesture of the sorcerer's hand, Ben was immediately taken from the ground and flung right towards the wall where Gwen was.

"Hey… how's it hanging?" if there was a worst possible time for a joke, then Ben would've set the record already.

"Now that you have seen my full powers, the destruction of this petty town should be nothing more but child's play. And what better place to start than the boy who's been a thorn in my side?" as he aimed his staff straight at Ben's face, Gwen felt a surge of horror rush through her heart. She tried to scream but her mouth was covered with energy cuffs. Was this the end for them? "I'll see you in the after plains, child!"

Ben closed his eyes and waited for the inevitable to happen. He knew that there was no way to escape death now. Max and Cooper were probably still fighting the golem army in the streets and his arms were tied together so he was unable to change into his hero form. Even if he could reach for the Omnitrix, there was no point in doing so since the light on it was still red.

But even death seemed to be denied of his soul………

Just as the magic was about to be cast, the Omnitrix suddenly changed its color to blue and automatically switched itself. Before Ben knew it, magic bubble around him and the cuffs chaining Gwen to the wall vanished.

"What?!" even Hex seemed surprised at this setback. "But how?! My magic is all powerful!"

Ben was also curious himself on why the Omnitrix acted the way it did, but he had to think about that later because right now he had to get Gwen out of the subway and get to higher ground. He noticed not long after he destroyed the supporting pillars, the weight of the surface seemed to have dug in. If his guess was right then it would only be a few more minutes until the entire place collapse on their noggets.

With hands as fast as a cheetah, Ben took his cousin Gwen by the shoulder and pulled her out of the area. "Come on! This place is about to go down!" and for once in worthwhile, he was actually right. Because right after they got to the exit, the entire subway station caved in, destroying the lair altogether with a powerful explosion caused by the many strange chemicals Hex stashed in that place.

"Now that is what I call a close call" Ben stated panting. Even though he had survived many close calls before he could never get used to the excitement of putting his life on the line.

'To put one's life on the line is like taunting death itself'

-70's unknown movie-

"What happened back there?" Gwen gestured her finger to the Omnitrix. "This day is just getting weirder by the minute"

"Was there ever a day when things were not weird around me?" Ben joked back looking at his Omnitrix. It was still glowing red but for a moment both of them were sure that it turned blue for a moment.

But to relax at that very moment was probably his biggest mistake of all. Just as they were settling down for a moment, another explosion occurred and what came from the rubble was none other than Hex himself, all powered up like the good old days. "You two, have been a thorn at my side for the last time!!" he roared angrily, "I will destroy you both and this pathetic town along with it!"

"Oh, yeah!?" Gwen barked, "Well let's see you try! Navala terracytos!" she expected to see a strong energy beam to come out from her hands, but strangely enough, nothing happened. "Well that didn't work"

"Ya think?" Ben twitched.

"Nonetheless" the sorcerer added with a grin, "Now that I have my powers restored, I guess a little demonstration is in order"

It was then the Omnitrix's beeping sound, kicked in. "Oh yeah, well I have a little demonstration of my own!" and with a press of a button, he turned into Benmummy, the Thep Khufan alien (coming from a Pharoah's name Khufu). "Hmmm… well this is interesting choice" using his new powers, Ben quickly fired off his bandages putting Hex's staff on a tight rope.

"You think you can fight me boy!?" Hex roared, "With my powers I am…"

"Yeah, yeah, we heard ya!" Ben cut him off. With a little pull from the bandages, he wrapped Hex in a web of his own skin. "Ha! You can't do nothing if you can't move now can ya!?" but his words backfired when Hex unleashed another powerful aura which broke his bonds in an instant. "Aww man!"

And so the battle between the two raged on with neither side backing down one bit. Hex threw out fireballs and lightning bolts while Ben used his agility to avoid becoming 'extra crispy'. The match was even but as it continued for about five or so minutes, Ben thought that the damage being done was becoming more and more extreme. Buildings were catching on fire, roads becoming nothing more but melted cement and a particular game store was dangerously in the vicinity.

"Ha! Do you not see my powers, mortal!?" Hex gloated, "You cannot hope to best me while I am at my strongest!"

"Well then. Why don't we odd up the even?" and with his quick thinking, Ben (Benmummy) used his bandages and grab the magician's staff off his hand. "No! My staff!" and without even thinking about the consequences, Ben broke the staff in two, destroying the seal on its skull for all eternity. "NOOO!! My powers!!" a yellowish glow suddenly emanated from Hex's body, sapping away from his chest and seeped right back onto Gwen. "NOOOOO!!"

Once the glow died down, Gwen looked at her own palms and wondered, "Ok… now that was just plain weird" a few minutes later, the Rust Bucket showed up on scene with Cooper and Maxwell riding on it. "Grandpa!"

"Gwen! You're ok!" the old man gave her a caring hug before breaking off to see the mess that they had made. "How'd everything go?"

"Everything's fine grandpa" she answered, "Ben saved me"

"Don't mention it" the boy hero smirked before returning to his human form. "That's what we heroes do: saving dweebs"

"But what happened to that Hex guy?" Cooper asked.

Ben was about to the point to the place where he left the sorcerer powerless, but when they all turned their heads there, the magician was gone. "Guess he must've left when we weren't looking. But that's alright, without his staff or his powers, I don't think he'll be causing any trouble"

"But what was that glow just now?" Gwen motioned to her hand, "I feel like I got my powers back, but they're a little different" and when she tried to use her powers to test it out, she suddenly blew a car right off its parking lot with just a little nudge of her index finger. "Uh…… you guys didn't see that… right?"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

**Epilogue……**

**(Bellwood High fairground)**

A few hours after the battle with Hex ended, grandpa Max decided to get his grandkids back to Gwen's school so that they could attend the annual Talent Show contest.

As expected, the entire place was jam packed with parents, teachers and students. They were all preparing for their debut on stage where they could show off their talents. And of course, Gwen and his family were there. But what they didn't know was what the little girl had in mind.

Seeing that her new found powers had increase drastically, she decided to drop out of the contest unless she risked sending the entire audience to the moon.

"So you're sure about this?" Max asked to which Gwen nodded, "I'm sure grandpa. It's a disappointment, but I'd rather not risk it"

"But why quit?" Cooper asked, "With your powers, you might even make a dragon appear"

"That's what I'm afraid of" she answered before leaving off towards the judge's table. "Later guys, I'll see ya in a bit"

In the background, Ben could hear the entire conversation going on. He was covered with some band-aids and ointment after getting all those battle scars from the battle. As he watch his family talk by he had to admit that Gwen had the courage to back down from a contest she wanted to attend so much. Heck the girl was practically bragging about this event all day long and she even practiced on her free time as well. But she had a responsibility to pursue, something that he has yet to learn in the long time run.

As Ben look at his Omnitrix, he let out a deep sigh and decided to do something nice for his cousin for a change.

xxxxxxxxxxxxxxxxxxxxxxxx

"Excuse me" Gwen waved in front of the judges, "Hi, sorry to interrupt. My name is Gwen and I'm next on the show. But um… I have to forfe…"

"Change her role" Ben suddenly interrupted, "She left all her pigeons at home so she decided to do something else"

The judges looked at each other for a moment before nodding, "Well, as long as it's within the time limit than that's ok with us"

Gwen was utterly confused on what was happening. And before she could say another word, Ben quickly grab her by the arm and dragged her onto the stage. "What. Are. You. Doing?" she whispered to Ben.

"Trust me. Just do your magic thing and make it up as you go" he then grabbed a blanket from stage prop area and covered himself. Gwen still didn't know what the boy had in mind, but since she was already in front of all the audience she had little choice but to comply. "Uh… ok……"

She picked up her so called magic wand and crossed her finger to hope that she would not embarrass herself in front of all these people. "Abra…… cadabra!" and with one green flash, Ben instantly changed into Wildmutt, the fox-gorilla like alien. "Ben!?"

"Rarrr!" amazingly, the crowd didn't seem to be afraid of the creature. They all thought it to be some sort of special effects or lightshow.

When Ben let out a smirk to Gwen, he began to pant like a dog and gestured to her magical wand. "Hehehe…" Gwen couldn't believe it. To think that Ben would actually go to such length to save her reputation by becoming her dog servant was just unthinkable. "Ok boy, let me hear you roar!"

"RARRRRRRRR!!"

"Alright, now fetch the wand!"

And so for the rest of the day, both Ben and Gwen, enjoyed the applause of hundreds of people in their proud performance of their own super powers.

**(Subway tunnel)**

Hex, the sorcerer turned boy was dragging his wounded body through the tunnels of the subway after his fight with the Tennysons. He could not believe it. For a moment he had all the power he needed to rule the world, but now it was all gone, because of one boy's action. "Those fools" he hissed venomously at the mere thought of their names. "They actually think they were able to defeat me. The greatest sorcerer of all?! Well they are certainly wrong!"

Luckily the tunnel was also abandoned so there were no trains passing through here. "Just you wait, I'll return once again and when I do… I'll…" he was unable to finish his sentence when a magical portal appeared in front of him. "Huh?"

And from the portal came the shop keeper of the store that went to earlier. "We meet again… old friend…" the one known as Keeper smirked.

"Keeper…… take me to your sanctuary. NOW!"

"I'm afraid I cannot do that… Hex" the old wizard answered back in a serious tone, "After much long debate with the council, the Circle has decided to take action of your crimes. For opposing the society and threatening our existence, your punishment has already been decided"

Hex's eyes widened with horror as he knew what was to come. "No… NO!! I will not! You'll never take me! Amra gatores!" but he had forgotten that all of his powers were taken by Gwen already so all that came out of his hands was smoke. "Huh?"

"I warned you Hex…" Keeper threatened, "But you refused to listen…… as always…"

"No, wait! Please! Merlin!" and with that final word, the two of them vanished…

**End of episode………**

**A/N: All characters you hear now are all cannon! There names may never be mentioned again.**


	24. Next Episode!

To All You Readers: This Fic will be based on episodes. Each episode comes in three chapters and will be given summaries at the beginning of each episode. The First chapter: will have the summaries of all episodes so it will be updated most. At the very end will be a summary preview of the next episode. There is a main story line but I decided to take the story a little slower with chapters like this.

Next Episode: The Queen of Salume (Part 1)

Summary: A group of space Amazonians elite hunters arrived on earth via special portal created by their gods. They have been charged with one mission alone, to find and test the Tennyson in battle. But little did Ben know that they weren't exactly looking for him. They actually came for Gwen... but why?

Episode Canceled: Hero For Hire (I rewrited this episode six times and I couldn't do it)

Trivia Time!

1. Did you know that Ben has currently 30 aliens in his watch?

2. Did you know that Gwendolyn has an older brother named Ken? It's true! They didn't show it in the original series but I heard that he appears in Ben 10 Alien Force.

3. Ben 10 Alien Force had its title changed three times! First was Hero Force, then Hero Generation, now Alien Force.

4: Did you know that I'm smart?


End file.
